Ben 10: Alternate Force
by The Strangest Things
Summary: An alternate take on Ben 10: Alien Force. Ben struggles with the secret feelings he's held for Gwen for years while Gwen realizes her own feelings for Ben. All while trying to stop the latest threat to the universe. Will true love conquer all? Find out in Ben 10: Alternate Force. Rated T for mild language, violence, and some suggestive themes.
1. Normal No More

**Ben 10: Alternate Force**

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By The Strangest Things

**Chapter One: Normal No More**

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Hi. My name is Benjamin Kirby Tennyson, to quite a few I'm known as Ben 10, but you can just call me Ben. With my shaggy brown hair, piercing green eyes, slim but toned physique, fair complexion, and an average height of about 5'10, you'd think I was just an ordinary run of the mill teen and for about the past four years I have been. But normal and me just don't seem to mix for too long. Now I need to ask you a question. Are you interested in hearing an epic tale filled with danger, heroics, and an unconventional romance? Then settle in because you're in for one hell of a ride, but before we get to my current situation, we need to go back five years ago to when an alien device did what it did.

"I can't believe I have to spend the whole summer with that freakazoid. This whole vacation's been ruined." A young brown-haired green-eyed boy in a black striped white shirt, matching shoes, and green cargo pants complained.

That devilishly cute kid is me. I had just gotten through bickering with my cousin and decided to go take a walk in the woods when something out of this world happened and I mean that literally. What I thought was a shooting star came soaring through the sky when suddenly.

"Oh, cool." I said as the shooting star came into my view. "Maybe I should make a wish...and I know exactly what to wish for...my dork of a cousin to go away so I can have a fun vacation."

It's a little bit funny now, but that was my wish because now it's the exact opposite but I'm getting ahead of myself.

"Like that would really work." I sighed. "But if she thinks she's going to spoil this entire summer with her dweebishness, she's got another thing...coming."

My young eyes widened as I focused again on the shooting star. It seemed to have gotten closer, and within a few moments, even closer, and then I realized it was going to land nearby. I thought about chasing it to see where it landed, but I didn't have to because all of a sudden, it's course changed and made a B line right towards me and, before my immature brain could even process how to react, it landed not even twelve feet ahead of me creating a small trench roughly three or so feet deep in the process.

"No way." I said as I walked towards the trench not even taking the slightest bit of precaution in my approach. I peered into the crater saw what landed. It was a small spherical object.

"It looks like a satellite or something." I said to myself when suddenly the ground beneath me gave way and I found myself in the trench on my rear end. As I was about to find out, it wasn't a satellite. I stood up and found myself directly in front of the foreign object and before I could even formulate my next thought it opened up. Inside was…

"A watch?"

But it wasn't any ordinary watch. It couldn't even tell time. Come to think of it couldn't it have killed Azmuth to put some sort of actual time-telling function on this thing. Not that it would probably help me be on time for things anyway. Punctuality has never really been my strong suit. Oh sorry getting off-topic. Like I was saying it wasn't an ordinary watch. It was a lot larger than your average watch. I'd say about half the size of my forearm at the time. It was black with four grey tubes coming out of the faceplate itself having black and grey and on its display with a green hourglass shape in the center.

"What's a watch doing in outer space?" I wondered as I reached my hand towards the strange device in an attempt to pick it up but to my absolute surprise, the thing seemed to have a mind of its own as it flew up and latched itself to my wrist.

"What the…" I said in a panic as I tried to remove the device. "It won't come off...Grandpa!"

Alright, that should be a good enough description of what happened. I'd rather not go into detail about how I nearly burned an entire forest on accident. Not one of my prouder moments. Maybe someday I'll go into more detail about my younger exploits but not today. So, long story short, I discovered that the device allowed me to turn into one of ten different aliens. The first of which was a guy I called Heatblast and well, given the name I think you can put two and two together about what caused the forest fire...As time passed I found out more and more information about the device. As well as my own Grandpa. The device was called the Omnitrix. It was created by a guy named Azmuth, a member of the Galvin race. A Tiny (And by tiny I mean smaller than a soda can) alien race with large heads known for their intelligence. It was actually one of the ten aliens I could originally turn into. I called him Grey Matter. Gwen came up with that one. I just thought it was because his skin color was grey. I say originally because overtime I discovered I could turn into much more than ten aliens.

I also discovered my Grandpa Max knew a hell of a lot more about it than what he tried to let on. You see, my Grandpa was a member of an intergalactic organization known as the Plumbers. A quick description of them would be intergalactic peacekeepers and my Grandpa was one of the best. It was actually why the Omnitrix attached itself to me. It was seeking out my Grandpa but because I happened to be closer it locked into my DNA signature instead. At first, I had a blast being able to save people and feel like a hero, but I very quickly learned that old adage, 'With great power comes great responsibility.' The Omnitrix made me a target for people seeking its power including Vilgax. My Grandpa's and perhaps even my greatest enemy. With the help of my Grandpa and my cousin Gwen, I defeated him and every challenge that we came up against. Eventually, after over a year of fighting the good fight, I made a major decision. All the major threats were gone and having to balance school life along with having to keep my heroics secret from my parents started to get tasking. God knows how they'd react if they found out about my double life and all my near brushes with death.

And so, after some deliberation and a talk with Grandpa Max and Gwen, I decided to give up the Omnitrix and live a normal life. That brings us to this moment. The last day of my normal life. It's my high school soccer team against our rivals. We're up two to one. The black-haired skinny guy with the football-shaped head, Cash, a former middle school bully of mine, kicked the ball to the stockier brunette, JT, his longtime cohort. With no one close enough to stop him JT had a clear shot at the goal and time was running out. In a last-ditch effort to tie things up, he took his shot. It wasn't too bad a shot I must say. The ball went up and to the right heading straight for the corner of the night it almost seemed as if the shot was going to make it but right on cue yours truly caught the ball as the clock ran out and the buzzer sounded. The crowd erupted in cheers, my team rushed to pick me up and carried me around the field in victory, and I walked away with a snazzy VIP medal. Things were good. I was content or at least I thought I was. To be honest, something was missing. I was like a puzzle with one or two missing pieces or fries without chili and cheese. I think I was in denial about that but the coming events would soon make me realize what I was missing.

"I can't wait to show this to Grandpa Max." I said to myself as I took the chain of my bike. He loved to display my trophies in the Rust Bucket. As I finished putting the chain in my backpack I heard a soft feminine voice coming from behind me.

"Great game today."

I turned around to see a girl in a pink hoodie and white mini skirt. She had short jet black hair and brown eyes that accentuated her Asian features quite nicely. All in all, I'd say she was pretty attractive but not really my type. My type is...Well, we'll get to that later. I think she moved to Bellwood sometime last year. I'd seen her around before never caught her name.

"Thanks." I politely replied.

"I'm Julie. Julie Yamamoto."

"Nice to meet you. I'm Ben."

"I know. We have chemistry together. Listen, I missed school the other day and I was wondering if I could copy your notes before class on Monday."

"Sure thing. I'll give you a call later." I replied as a put on my helmet, undid the kickstand and began to cycle.

"Um okay but…" I heard her reply. I didn't quite catch the rest as I was too far away.

"Aw man, Probably should have gotten her number...Oh well, I'll just have to catch up with her before class starts."

I headed straight for my Grandpa Max's home, an RV lovingly named the Rust Bucket. Technically it's the Rust Bucket II. What happened to the original Rust Bucket is still a bit of a sore subject for Grandpa Max. On the outside, it may look like your average run of the mill beige-colored RV but hidden in this puppy are all sorts of tech that would blow your mind some and not just metaphorically in a few cases. I approached the Rust Bucket, currently parked in a relatively isolated part of an RV park. I gently knocked on the door and waited for about a minute, but there was no answer. "Grandpa?" I shouted as I knocked one more time. "That's weird he's usually here at this time of the day." Luckily I knew where he kept his spare key. I bent down to pick up the fairly convincing fake rock the key was under but as I did I got a strange feeling like I was being watched. I turned around but couldn't see anyone around. "Don't be so paranoid doofus." I told myself, doing my best impression of my cousin circa five years ago. I entered the RV and noticed the place was messier than usual. I mean my grandpa was never one to preach about tidiness but he usually kept the place in better condition than this. At first, I assumed he'd just left to get some groceries. There was a market nearby within walking distance, but that theory was about to be quickly thrown out the window.

"Oh boy, I gotta take a leak."

One of the benefits of the new rust bucket was a toilet that functions all the time. I slid open the door to the bathroom when the feeling of being watched came back. Of course, this time the feeling as a strange-looking creature emerged from the shadows. Without warning, it tried to attack me with these freaky tentacle things it shot of its equally freaky face. Fortunately, my reflexes were quick enough to allow me to roll out of the way. Without missing a beat, I took my right hand and slammed it down on the…"Oh right...Normal life. Shit." It was then that I finally got a good look at this thing. It was ugly. and trust me I've seen enough ugly in my time to judge a pageant on it and this was a top contender for the grand prize. Its body would be easiest to describe. It was humanoid, pretty top-heavy with thinner legs that curved outward. Its skin was a golden brown color. The hands and feet, however, were black as coal. It's head though...The strangest part began its head. The sides of it were purple. That's easy enough...but they extended down past its torso and into its abdomen.

It gave the appearance as if its guts were exposed...Then there was the rest of its head. A large singular green teardrop-shaped eye protruded from the front. It had a small red pupil with a deep black circle around it and last but certainly not least, there was the top of its head...an exposed brain or at least that's what it looked like. Before I could think of a clever quip the thing attacked again. This time its entire chest spit apart and even more, tentacles were launched towards me. I kicked myself off the floor and away from the thing I decided to call a Brainguts, not the most clever name I know, but cut me some like the situation was pretty hectic.

It quickly reformed and lunged forward at me, attacking with a wild haymaker I blocked it with my left forearm while grabbing a nearby metal tray that I used to bash it upside the head. Unfortunately, I couldn't go for a double whammy as the tray folded like tinfoil. It did, however, stun it long enough for me to look around for something else to use. I quickly scanned the room and noticed a fire extinguisher on the floor nearby but before I could go for it the Brainguts regained its senses and went on the attack swinging wildly. Thinking as fast my brain would let me. I stomped my foot bringing my steel-lined soccer cleat down its foot then I quickly leaped for the best cover I could. The nearby dining table. The cover of darkness allowed me a brief moment to think as the thing searched for me.

_**'Come on Benjamin, think. Gwen would use her head in this situation. You can do it too...I got it!' **_I took off one of my cleats and threw it behind the nearby couch. Hearing the noise it went to investigate giving me enough time to grab the fire extinguisher. Realizing it had been tricked it threw my cleat in anger. "Hey watch it those were expensive." I said half-jokingly, but seriously those things cost a hundred and fifty bucks. Before the Brainguts could attack I sprayed it in the face with the fire extinguisher. It stumbled backward as I sprayed it, again and again, leading it to the front of the Rust Bucket until finally I dropped the extinguisher and hit it with a straight kick sending it through the front windshield. I ran outside to try and confront it but it was already gone.

"Damn it. What was that thing? And what was it looking for?" I went back inside the rust bucket to search for clues. I walked to the front of the Rust Bucket and flicked a few switches in a specific order. Grandpa told me if something ever happened to him he'd leave a message where only I could find it. After I flipped the last switch a canister popped out of the wall a few feet away. In the canister was a small metal disk. As I held the disk in my hand a hologram of Grandpa Max appeared. "Ben, I know you'll be the one to find this. Listen, there's no need to panic. Lately, it seems there's been renewed alien activity on Earth but it's nothing this old-timer can't handle. The message cut out for a brief moment before coming back on.

"Oh and don't worry about the Omnitrix. I have it and it's completely safe. They'll never get their hands on it and say hello to your cousin Gwen for me."

"He has the Omnitrix? That can't be right..."

I bolted out of the Rust Bucket, hopped on my bike, and peddled as fast as I could to my house. That was a little killer on my left foot as I sort of forgot to put my shoe back on. A firm but polite. "Ben, don't run in the house." from my mom greeted me. I barely had time to mutter a "Sorry, mom." as I ran up the stairs to my room. I opened my closet tore through a pile of clothes to reveal a shoebox. "It's gotta still be in here." I opened the box and along with my rare Sumo Slammer cards, a baseball. and some other nick nacks surely enough was the Omnitrix. "I knew it...but why did Grandpa say he had it…What's going on Grandpa?" then the previous part of his message before the Omnitrix part dawned on me. "Gwen!" If there was anyone who could help me figure this out it was her. After changing into my current usual attire. A black t-shirt, blue jeans, and black and white Omverse sneakers, and my favorite jacket. It was a jacket. Green like my eyes with a vertical white stripe and the number 10 in white font on a black circle on the left side and two horizontal white stripes on the upper right sleeve. Sorry, it feels like I'm going into way too much detail on the jacket but it really is my favorite.

After giving a quick hug to my mom I headed over to where Gwen should be at this time of day, her Karate practice. After making a quick pit stop at Mr. Smoothie, I entered the gym her karate club practiced in and took a spot near the bleachers as Gwen was getting ready to spar. She made quick work of her opponent as he gave up his guard allowing her to grab him by the arm and flip him over. She made it look so effortless but then again you don't get to become the top black belt in your karate club by being a slouch. I watched Gwen towel herself off and remove her hair tie as I sipped my Double Delicious Dragon her vibrant red hair cascaded down past her shoulders the sweat causing it to shine so brightly it would give the sun envy. It was the perfect companion to her stunning green eyes. When I said my eyes were piercing I meant it but in comparison to hers they might as well have been two dull Christmas tree lights and with her slender but slightly curvy figure she was still as beautiful as I remembered. Now I know what your thinking. That's an odd way to describe your cousin right? Remember what I said at the beginning about unconventional love. Well, this is it. I'm in love with my cousin. I'm sorry if you're weirded out by that.

Hell, I probably weirded myself out when I first realized it. But when a good portion of your youth revolves around the weird and bizarre. You're bound to pick up some peculiar interests. Truth is I haven't been around my cousin a lot lately. I've been intentionally putting distance between us in a vain attempt to repress those feelings because I'm afraid of how she'd react if she ever found out. Gwen's always been a more rational person than I am. But the moment I saw her face all the feelings came rushing back. As others began to clear out I gave a good congratulatory slow clap to get her attention. I watched her eyes light up as she finally noticed me and a perfect smile form on her face.

"Ben!" She exclaimed before slowly walked over to me. There was a slight sway in her walk that made my heart flutter.

"How's my favorite cousin doing?" I asked. Doing my best to play it as cool as possible.

Her smile slowly turned to one with a slightly bitter edge it to it.

"How come you stopped coming around." She said as she poked my chest right on the number 10. "It feels like forever since I've seen you. Anytime I tried to visit your house Uncle Carl and Aunt Sandra said you were either out of the house or not feeling well."

It had been about six months since we last properly talked. It was at my Uncle Frank's birthday party and we had only really talked for maybe five minutes at most.

"Sorry, Gwen." I sincerely apologized. "I've just been busy with school and stuff." I lied. "I'm sure you have been too."

"Yeah, but I'd still try to make time for us to hang out. You're my favorite cousin too you know."

"Sorry…"

"You don't need to keep apologizing." She said with a sigh. "It's alright, really. Still wearing that jacket I got you, huh?"

She had gotten it for me two years ago as on our birthday. I say our birthday because funnily enough we were born on the same day. So spare an hour or so we've known each other our whole lives. Oh, and if you're wondering what I got her that year it was a homemade book cover. It wasn't the most impressive looking. I'm no artist. Hell, I'm sure she probably got rid of it afterward and didn't tell me to spare my feelings.

"Yep. I wouldn't trade it even for a first edition Sumo Slammer deluxe card." I replied.

"God, you're still a doofus." She teased with a faint giggle in her voice.

"If I'm still a doofus then you're still a dweeb." I retorted.

"I guess I can't deny that."

"Listen, we need to talk." I said blankly.

"Alright, let me get changed and I'll be right out."

Before she walked away though I noticed the training mats were still out and that gave me an idea.

"Say how about a quick sparring session?"

"Are you sure? You see the black belt right? It's not just for show."

"I think I can handle my own." I said confidently.

"If you say so." She chuckled.

We took our positions and our stances.

"You've got good form." Gwen remarked a slight hint of surprise in her voice.

"I watch a lot of martial arts films." I replied.

We both nodded to signify the beginning of the fight. Gwen started with a few light punches that I easily defended I responded with a few of my own. We kept going like that until I extended my arm just a little too far. Gwen, of course, seized the opportunity and flipped my over she then sat on top of me, pulling her arm back as if she were going for the finishing blow.

"Okay okay. I give up you win."

"Who's the master?"

"What!?"

"Who's the master?"

"You are."

"Damn right."

We both shared a good laugh and as the laughter subsided our eyes locked.

"I've missed you, Ben."

"I missed you, too."

If she only knew how much. I tried my best to hide the sudden panic set in as a certain part of my body began to react to her sitting on top of me. Thankfully for me and Lil' Ben, at that point, she sat stood up and offered a hand to help me up which I gladly accepted. She then looked at me squinting her eyes and tilting her head. Before taking her hand and measuring her hairline to mine. "You've gotten taller than me."

"Yeah say I've got you beat by solid two inches."

"I always thought I'd be the taller one." she pouted.

"I think it's that big brain of yours weighing you down." I teased.

"Haha. Very funny." She replied with rolling her eyes but failing to hide her smile. Alright, I'm going to hit the shower. I'll be out in about fifteen minutes." After a little over half an hour passed and the sun along with my consciousness had set Gwen had come out to talk

"Now that's attractive." I heard her say sarcastically as she snapped me out of my snoring slumber. Well, I've been told I snore anyway.

"You know I'm adorable." I retorted as I hopped to my feet.

I felt my heart flutter yet again as I saw her current wardrobe. She was wearing a white shirt under a dark blue sweater with black stockings under a black mini skirt that clung to her hips just right along with black high heels. It suited her well.

"Oh I bet you're a total lady killer." she replied as she teasingly rolled her eyes.

"I...Shut up!" I replied pretending to feel stung causing her to let out a small giggle in response.

"So what did you want to talk about?" she asked.

As much as I wanted to keep trading playful banter it was time to put on my serious face.

"I need your help." I said sternly as I showed her the Omnitrix.

She put on her serious face as well, and we took a seat on the bleachers as I showed her the Grandpa Max's and told her about the alien that attacked me.

"I'm glad you're alright. Do you really think Grandpa Max is okay?"

"I don't know...He said he had it handled but then why would he mention the Omnitrix unless…"

"You think he wants you to put it on."

"Yeah."

"If that thing was as tough as you said it was then maybe Grandpa Max really has gotten into something big but…Ben, it took forever to get the Omnitrix off you the last time and you decided to live a normal life. Are you sure you want to go back to that?"

Before I could even contemplate that question and give her a straight answer a figure burst the doors. "The Omnitrix doesn't belong to you!" The figure shouted in a deep booming voice. It was another alien. Completely different from the Brainguts I saw earlier. He wore a white suit of armor white on top black on the bottom with a large red circle in the chest piece as well as the belt buckle. The suit covered most of his body except for his head which was covered by what I can only describe as a large cylindrical fishbowl filled with what appeared to be water. Which was pretty fitting given his physical appearance. He was a fish-like humanoid with mauve-colored skin and yellow eyes with black, slit-like pupils. His neck was covered with long gills on both sides.

"Says who!?" I replied.

"Doesn't matter. Just hand it over, and no one gets hurt." he replied sternly as he brandished a piece of alien tech that resembled a large pistol.

Gwen and I exchanged a look and a nod with no need for communication as she formed an energy shield with her magic. Sometime after I found the Omnitrix, Gwen discovered magic and found she was very good at it. Time was when she'd need talismans and incantations but over time she was able to refine it to what it is now. At least that's what we both thought at the time. I'll be sure to get to the truth of that later. We began to make our move towards the alien as he fired bullets of energy at us. Gwen's shield held up well enough but enough shots could eventually cause it to shatter so we had to work fast. Getting within close enough range after he fired another shot I moved out from behind the shield and swept out his legs from underneath him allowing Gwen to bind him with her energy,

"Alright, talk." I said as Gwen lifted him in the air,

"Let me go." He simply replied.

"Not until we get some answers."

"I am a duly deputized agent of the Plumbers. An intergalactic force dedicated to keeping the peace. You'll never get me to talk."

"I know what the Plumbers are." I replied. "My Grandpa Max used to be one."

"You're his grandson? I thought you just some punk who stole the Omnitrix...Wait, that would make you THE legendary Ben 10."

"I guess so." I replied, trying my best not to let the pride in my voice show. I can't say I've ever been called legendary before. I would be lying if I said it didn't make me feel a little good.

Gwen and I looked at each other and shared another nod before Gwen let him down.

"Thank you. I am Magister Labrid. Your Grandfather Max and I were investigating a sudden surge in alien activity on your planet when he suddenly went missing."

"So you have no idea where he is either then." I replied. The disappointment in my voice was impossible to hide.

"I am afraid not. Although, I may have recently found a lead on the current activity and it could potentially lead to more information on Max's whereabouts. The meetings taking place within the next hour. I could use your help."

I looked at the Omnitrix and then Gwen.

"It's up to you. Whatever choice you make I'll support it and I'll be right beside you all the way."

That's all I needed to hear as I slapped the Omnitrix on my wrist before the three of us made our way out.

Little did I know what awaited me when I got there...A familiar face from my past I never thought I'd see again.

_A/N_

Quick little note; if you happen to be a reader of my previous fanfic The Mushroom. I decided to remove it keep in line with the site's guidelines. Sorry for the inconvenience. Anyway, I hope you liked the first chapter of my new story. For the most part, I intend to keep it in line with how the first season of Alien force plays out minus the Ben/Gwen stuff of course. I'll throw in my own little twist and turns along the way though. Not sure how if I'm going past the first season with this but we'll see how it goes. Please make sure to leave a review and give it a follow if you like what you've read so far. Cya.


	2. Hero Time

Remember if you liked it don't be afraid to leave a review, and if you didn't, don't be afraid to leave a review. I'm a big boy. I can take it.

**Chapter Two: Hero Time**

The meeting was to take place at an old train station on the outskirts of the city. By the time we arrived, using the cover of night, we stood on a nearby hill and waited for them to arrive. "What kind of meeting is this anyway?" I asked.

"It's an arms deal." Labrid replied. "Between an unknown group who we believe to be related to the alien activity and the Forever Knights, they're..."

"A highly xenophobic secret society that ironically deals in stolen alien tech." I interrupted "I know. We've gone up against them before.

"This was the last piece of information I received from your grandfather before he went dark."

"In other words, this could lead to more information on my grandpa. So how much longer do you think they'll be?"

"They should be here any minute now."

"More like any second." Gwen said as she pointed out a delivery truck arriving, a second truck followed shortly after, and alone muscle car, mint green with black racing stripes was the last to arrive. Never been the biggest car aficionado but I have to admit it was a good looking vehicle. The driver, however, left something to be desired. One by one each driver or passenger got out of the vehicles the last being the driver of the green car. My eyes widened as I saw him and I could feel Gwen's do the same. He looked a lot different from the last time I saw him but there was no mistaking that face. "Is that…" Gwen began to ask.

"Kevin Levin…" I confirmed

It could have just been my imagination but it seemed like Labrid's eyes seemed to widen a bit at hearing Kevin's last name as if he recognized it. But yes, that was indeed Kevin Levin, sometimes referred to as Kevin 11. When I said Vilgax was perhaps my greatest enemy I wasn't speaking lightly but if there was anyone that could potentially rival that claim it was him. The battles we had were legendary. Hell, there's some part of me that might even respect his tenacity but at the time the overwhelming part of me felt nothing but anger and disgust as I remembered all the times he tried to kill not only me but Gwen too.

"When did he get out of the Null Void?" Gwen whispered to me.

"I don't know…" I whispered back.

"I take it you two have a past with him?"

"You could say that." I replied.

"It looks like he's brokering the deal." Labrid observed.

"Of course he is. Criminal activity and Kevin go together like chili and fries." I replied.

"Best keep our voices down." Gwen suggested.

"Yes, we don't want to give our position away just yet." Labrid agreed.

"Inside voices, got it." I whispered.

As much as I wanted to go over there and sock him in the face I knew I had to play it safe. Funny thing is ten-year-old me wouldn't have hesitated in the slightest. He would have just gone in half-cocked and hoped for the best. But there was another reason why I didn't want to attack him right away. The look in his eyes. Not what was currently there but rather what wasn't. The look of someone who'd stop at nothing to get what he wanted no matter how many innocent people got hurt. The look of someone who derived pleasure from the suffering of others because it made him feel alive. The look of a psychopath. Looking at him now it's hard to believe that he was once just a scrawny street punk that also happened to have the power to absorb energy. He certainly wasn't scrawny anymore. A tight short-sleeved black t-shirt and a tight grey long-sleeved undershirt concealed his broad chest and ripped arms. Not really the kind of guy you'd challenge to an arm-wrestling contest. Completing his basic ensemble was a pair of blue jeans and black combat shoes. He'd also grown quite a bit since I last saw him...Well, the last time I saw him in a human form anyway. I'd say roughly 6'2 maybe 6'3. Yeah, when push comes to shove he was a pretty intimidating looking guy. Not that I'd ever say that to his face. Two men from each truck stepped out and approached Kevin. The first two were dressed in crimson cloaks. One was holding a briefcase. The other two surprisingly looked like your average run of the mil pedestrians. We decided our best choice of action for the moment was to listen in on their conversation.

"Welcome Gentlemen, I'll be your middleman for the evening."

The two cloaked men looked at each other and nodded before handing the briefcase to Kevin. Kevin opened the briefcase to reveal several stacks of money.

"Looks it's all here." Kevin said before turning to the second truck and snapping his fingers. The back of the truck opened up. Three unassuming men stood inside along with several metal crates. A single stack of the crates was wheeled out to Kevin who proceeded to open one and take something out. I noticed a worried look on Labrid's face as he observed what was in Kevin's hand. It appeared to be some sort of rifle-like weapon. "As per the agreement, four dozen factory new laser lances. Tissim alloy, ether point energy module, antennae focus emitter. It's good for thirty-five minutes of continuous fire at point six terawatts. Is that good?" Kevin asked rhetorically as he fired at a laser beam at a nearby train cart which after just a second of impact exploded reducing it nothing but a few pieces of scrap metal. "You tell me."

"That's level five technology! This planet's only cleared for level two!" Labrid suddenly exclaimed before sliding down the hill to confront the criminals.

"So much for inside voices." I said as Gwen and I followed behind him.

"Hands above your head airbreathers! By the authority of the Plumbers, You are all busted!" Labrid exclaimed as he brandished his laser pistol while showing his Plumbers badge.

"Yeah, what he said." I added.

The five unassuming men just simply stared blankly at us before seemingly taking their faces off to reveal five Brainguts.

"Ugh, that is so disgusting." Gwen remarked.

"I know right." I agreed.

Using some quick judgment Labrid shot at the ground near the Brainguts creating a line of fire between us and them.

"What now?" I asked.

"A standoff." he replied.

"I don't think so." Gwen said as she pointed at the five forever Knights behind us. Who had all switched to their combat gear. Basically suits of medieval-style armor with a bit of a modern twist. "Ben I think it's time to…"

"On it." I replied as I popped up the display on the Omnitrix but for some reason, there was nothing on the display. No hero's to choose from. _**'Oh well, I'll just slam it down and hope for the best.' **_I thought "It's hero time!" I slammed my right hand down and...nothing. The display blink with flashing blue light but other than that absolutely nothing. "Aw, man…" The Brainguts seemed very trepa...trapa...Hold on give me a second. The Brainguts seemed very trepidatious at going past the fire, which I found odd given how resilient these things seemed to be, but they eventually found a way to quell the fire by shooting a weird yellow waxy mucus-like substance at the fire suppressing it. The wax itself seemed to dissolve after a few seconds. Why they didn't just walk around it I'll never know. Maybe they weren't the sharpest tools in the shed.

"Ben, any time now…" Gwen said as both sides began to approach.

"I'm working on it." I replied as I continued to fiddle with the watch. "Damn, this is a really bad time for a reboot…I got nothing."

"Maybe I do." Gwen replied as she replied she knocked the oncoming Forever Knights away with two energy blasts.

But that didn't keep them down for long. They quickly regrouped and began firing quick shots at us with their laser lances. Fortunately, Gwen was able to block them with her energy shield but the Brainguts began to make their move as well. One came swinging wildly at me but I countered with a block while using a low sweeping kick to take it's leg out from underneath it which stung a bit. If I haven't mentioned it yet, hitting one of these things is close to hitting a brick wall.

"No way you learned that from watching martial arts films. Gwen, still blocking the Forever Knights laser lances, said to me as observed the technique I used.

"So I may have fibbed a little."

Well, I'd say it's more like a half-truth, really. I do enjoy quite a few kung fu flicks but I also took up Silat. I just recently received my third belt so I'm nowhere near Gwen's level compared to her Karate, but it's enough to help out in a situation where I can't use the Omnitrix. Like right now for example.

"This is getting pretty bad!" Gwen shouted.

"It probably can't get any worse right?" I replied.

And then it got worse. I know me and my big mouth right. The Brainguts began firing that same mucus from earlier at us one of which hit Labrid on the shoulder. Thankfully, before another one could hit Gwen put at a dome of energy up around us.

"Thanks, Gwen." I said.

"Don't mention it. We need to think of something fast because I can't keep this up for long."

"I know."

"Oh no, I'm fine don't worry about me." Labrid said with copious amounts of sarcasm.

"Sorry." I sincerely apologized. Are you alright?"

"Yeah. It doesn't appear to be anything corrosive just very sticky…"

As the Forever Knights and Brainguts continued to fire at us I could only think of one thing to do at the time.

"Gwen making an opening in the shield for me."

"But Ben…"

"Just do it." I replied with a respectful but confident tone.

"Alright."

Gwen opened a small area of the shield that wasn't being fired at quickly closing it behind just as I ran out.

"Come and get me!" I shouted as I began fiddling with the Omnitrix again. A couple of the Brainguts along with a couple of the Foreverknights gave chase letting up some of the assault on Gwen's barrier. "Come on what is wrong with you!?" I shouted at the watch. It had given me some problems in the past but not like this. They continued their pursuit I looked around for anything I could use to my advantage. I noticed a large pallet of crates near a small stack of PVC pipes so I grabbed a pipe and used it to get some leverage and toppled the crates over creating a temporary wall between them and me. I was hoping to at least take out one of them with that but no such luck. It did however temporarily block their path allowing more time to inspect the Omnitrix end. "Seriously buddy, what is wrong with you? I could really use your help right now." But still nothing, and slowly but surely they began to remove the crates. Eventually, I could see the butt ugly eye of a Brainguts peeking through. "Anytime you wanna work would be great…" I said hoping for some sort of reaction and a reaction is what I got when I heard a female voice come from the Omnitrix. "Recalibration complete." was all it said but then something totally awesome happened. The Omnitrix began to shine with a blinding green light as it unclamped itself from my wrist and began floating in the air. I could barely make it out but it was changing shape. When the light cleared it looked like a completely new device. It was slimmer, sleeker with more of an actual watch-like shape to it. It now had a green wristband with a metallic grey faceplate that had a tiny knob on each side that the wristband wasn't attached to. The green hourglass on the display was still present but there wasn't any grey just black surrounding it. After the recalibration, it quickly reclamped itself to my wrist. "Cool." I quickly popped up the display revealing a green silhouette of a humanoid alien that seemed to have crystals stick out of its shoulders and head. In all my time using the Omnitrix I'd never seen it before. "I don't recognize any of these." I said as I cycled through a few more before stopping on a specific one. "You like you'll do something cool." I slammed my hand down on the display causing me to instantly transform into the new alien. Although, the transformation feels a lot longer in my head, and I swear I hear music every time it happens. The new transformation was a humanoid plant-like creature. Its body, the chest of which displayed the Omnitrix's symbol, was mostly a moss-like green with black on the sides, traps, and face. Little red spikes were sticking out of its shoulders, and its head resembled roaring flames while its feet were like tree roots. "Oh man, what is that smell? ...Oh, It's me. Maybe I can stink them to death." I said as I extended my right arm forward causing a fireball to shoot forth from my hand taking out the remaining crates and knocking back all four baddies. "Now that's that hot." I went to make another move on them as they began to recover but stopped dead in my tracks when I suddenly heard Gwen scream

"Ben!"

"Gwen!" I shouted in a panic as I ran past the still recovering enemies. When I got to Gwen and Labrid I saw Gwen's shield was down. They were covered up to their necks in that weird mucus. "Get away from _her_ you dicks!" I shouted in anger. I attempted to make a move but before I could even flinch my left arm was shot off from behind me by one of the forever knights all of which had gathered behind me. "Funny, I thought losing an arm would kinda hurt." But it didn't. Maybe a slight tingle but that's about it and then, as if on a subconscious command, a small tendril sprouted from my where my arm used to be and attached itself to my severed arm pulling it back and reattaching it to my body. A smirk broke out on my face as I realized just what this thing was capable of. "Oh...You're in trouble now!" I shouted confidently as I stretch my arm to grab a long thin piece of wood a few feet away from me. I lit it on fire and began to spin it around a bit before pointing it at the Brainguts and then the Forever Knights. The Brianguts were the first to flee none of them even bothering to acknowledge one another. The Forever Knights all gave each other a nod to confirm with each other before fleeing as well. "Man, I forgot how fun this! Hey!" I shouted before it fully registered that Brainguts were getting away. Get back here! I want answers!" _**'One of those things was there at Grandpa Max's RV. They have to know something.' **_I thought as I chased them. These suckers were surprisingly fast, however. And to make matters worse I was interrupted by a certain someone. Apparently, in all the chaos, he had managed to lay low. How he managed to slip my mind was beyond me.

"Kevin…" I said bitterly.

"Tennyson…" he replied with equal bitterness.

"Move! You're letting them get away!" I shouted.

"Nah. I don't feel like it." he replied casually, but I could see the anger in his eyes. "I'm thinkin' I feel like gettin' a little payback for trapping me in the Null Void all those years."

"You tried to kill me! Several times!"

"That place was a fate worse than death…" he replied not angrily but rather somberly. "Forget them. It's just me and you. Mano e mano like old times. I also picked up a neat new trick. Wanna see?" he asked as he placed his hands on the nearby railroad tracks. His body, and even his clothes, were quickly covered in steel as if he absorbed the very material itself.

"Whoa, That _is _new." I replied. As much as I wanted to keep chasing the Brainguts the man who had caused me so much grief...so much pain was standing in front of me, and I'm not too proud to admit. I let my emotions get the better of me. "Fine! You want a fight! Bring it on!"

"That's the spirit, Tennyson!" Kevin shouted as he ran at me hitting me in the face with a few jabs and ramming his fist straight through my stomach.

"Oh no!" I exclaimed in a fake panic but quickly put on a smirk as Kevin realized he couldn't pull his fist back out. "Psych!" I shot a quick burst of fire from the tips of my right index and middle fingers stunning him. Immediately followed up with an elbow to his chrome dome knocking him back into a wall, but he rebounded before I could make another move. He picked a large wooden cargo container and chucked it me.

"Heads up!" he quipped as the cargo container landed on top of me. "Come on, Tennyson. I know that ain't you got." he said as he approached the container. "Or maybe I'm wrong. Maybe these past years have softened you, and now you're all bark and no bite."

'_**Oh, I got the perfect comeback for that.' **_I thought as I came up through a crack in the ground behind him. I tapped him on the shoulder causing him to spin around to confront me. "Woof." I simply replied before delivering an uppercut that knocked back quite a but the stubborn bastard still refused to stay down as he got back and picked up an entire freight car. I could see his strength starting to fade as he struggled to hold up the container so I shot a large explosive fire blast with both my hands at the container the force of which knocked it away. Kevin tried one last time to stand up but all he could do was manage to lift his head before passing out causing him to revert back to normal as I let a sigh of relief. By the time the fight was finished both the Brainguts and Forever Knights were long gone. Leaving the unconscious oaf in front of me, myself, And… "Gwen!" shouted as I ran to check on her. Oh, and Labrid too of course. "Gwen, are you okay?"

"I'm fine. Just get me out of this stuff." She replied failing to hide the disgusted look on her face.

"Alright, but um quick question. How do I go about doing that?"

"Yeah, that is a good question."

"I'm fine too by the way. Thanks for asking." Labrid chimed in.

"Oh, sorry." I sincerely apologized again. "Are you feeling alright?" I asked.

"Oh, I'm just great." he replied sarcastically. "Of course not! This is absolutely disgusting think of something quick." he said hurriedly.

I could practically see the wheels in Gwen's head turning as she came up with an idea.

"I take it you got something?" I asked.

"Yeah. Think so. Those things seemed to be pretty hesitant around fire, and this stuff seemed to melt away when used to put out the flames so maybe heat could dissolve this stuff."

"Alright, here goes nothing."

I formed a ball of heat in my right hand began to run over the mucus around Gwen and just like she suggested it began to dissolve and before long they were both freed.

"Thank you." Labrid simply said.

"Thanks, Ben." Gwen said graciously as she went hug me but stopped pretty fast as the smell reached her nose. "Oh god, what is that?"

"It's me. This one's got sweet abilities but one hell of a drawback."

"So what are you going to name that one anyway?" Gwen asked.

"Hmm, good question. I'm thinking...Swampfire!"

"I like it." Gwen replied with smile that would have set my heart on fire greater than Swampfire' flames ever could under different circumstances, but Gwen's smile faded as she noticed the increasing worry on my face. "Ben, what's wrong?" she asked before it seems she also realized what I concerned about. "...Oh."

"We just lost the best lead we had on finding Grandpa."

"We'll find your Grandpa, kid." Labrid assured me. "And you shouldn't worry too much. I've known, Max for quite some time. I was the one who brought him into the plumbers. Helped train him myself."

"You trained him?" I replied. "Just how old are you?"

"I'm still a strapping young one hundred and seventy-five."

"Really? You don't look a day over One Fifty." I jokingly replied.

That actually got a little laugh at of Labrid.

"My point is. If there's anyone who can get themselves out of a tough spot it's your Grandfather. He's one of the craftiest men I've known."

"Thanks." I replied. His words managed to calm my nerves if ever so slightly.

"Now, there's another matter we must attend to." Labrid continued. "Those weapons can not be allowed to stay on Earth. Possession is a class B intergalactic felony. We just need to find out their location."

"I think I know someone who may be able to help with that." I replied with some reluctance. "Wakey, wakey, rotten eggs and bakey."

"Aw man...What the…" Kevin said as he slowly opened his eyes to see us staring up at him just as I happened to transform back into my dashing self. "I think I liked you better the other way."

"And I think I'd like you better locked up." I retorted.

"Listen, Kevin." Gwen said, sternly. I could tell she also had a hard time getting past the things we went through with him but maybe not to such a harsh degree. She was always more trusting and quicker to forgive than me. It was one of the traits I admired most about her.

"Dang Gwen, when did you get so hot?" he said with a smirk that I would have loved to just smack off his face.

"Watch it." I replied trying hard not show any sign of jealousy.

Gwen seemed to ignore his comment and continued.

"We need your help to find the Forever Knights. We figured since you brokered the deal, you would know where they are."

"And why would I help you?" he replied as he stared directly at me. There was still a tinge of hatred in his eyes but for some reason, it wasn't as intense as I expected it to be.

"Because if you don't I will arrest you here on the spot." Labrid chimed in.

"Oh, I'm so scared. Judging by the red on his Omnitrix. Digging the new look by the way real snazzy. I'd say it's gonna be a minute before he can transform again. Now I'm no fool. A highly trained Plumber and Miss Lucky here aren't great odds for me but…" Kevin took a piece of a golden metal out of his pocket and absorbed it. "This is a piece of Flectunt metal. It's pretty weak but it's highly reflective. So…" Kevin took a small flashlight out of his other pocket. "All I got to do turn this and everyone but yours truly will be temporarily blinded. It's really good for a quick getaway."

"Kevin, please." Gwen pleaded.

"No way. The Forever Knights were paid clients, and I don't sell out my clients. I got a code to keep."

'_**That's rich.' **_I thought as I chuckled internally._** 'A con man and a thief with a code of honor.'**_

"So I'm thinkin' it's about to for me to collect my money and…"

I couldn't help but smirk as I came to the same realization as Kevin.

"Those bastards took off with the money. That means I ain't got my cut."

"And that means they aren't paid clients." I added.

And that was all it took to convince him. After a brief moment of contemplation, he put the metal and flashlight back in his pockets and powered down. "Fine, but I'm driving."

And so we set out for the Forever Knights base. What happened there is something I'll never forget. An unexpected loss, and the gain of an unexpected ally.

_A/N_

And that's all for this chapter. I hope you liked all the little changes. I wanted to give a bit more tension between Ben and Kevin. I also wanted to give a bit more depth and personality to Magister Labrid to make his last scene a bit more impactful. I changed up the watch transformation to try and a bit more spectacular, and I made the AI voice female because I have plans for that later. I chose to have Ben know a more specific form of Martial Arts because I have some plans for that later. I also plan to have some payoff for that as well. I have quite the long term plan for this story truth be told. I also hope liked the little running gag of Ben being so concerned with Gwen that he keeps accidentally forgetting about Labrid. Cya.


	3. Carry On

**Chapter Three: Carry On**

It took some time getting to the Forever Knights base. It gave me time to cycle through the aliens on my watch to confirm my suspicion that I was back to a selection of just 10 aliens. It also, for better or worse, gave us plenty of time to talk. For some reason, Labrid seemed to take a particular interest in Kevin.

"Tell me, with your talents why do you choose to be a criminal?"

"Because I like it." Kevin replied.

"Is that so." Labrid replied, obviously unconvinced.

"What?"

"Nothing."

It was clear Labrid thought about saying something else but chose not to. There was an awkward silence for a good minute or two before Gwen decided to speak up.

"So Kevin, what have you been up to?" Gwen asked desperately hoping to break the tension.

"Oh, you know criminal mischief. Various cons and schemes and so forth." He quipped.

"How'd you escape the Null Void?" I asked bluntly.

"Long story and I don't particularly feel like talkin' about it. Especially not with you."

And that was it for the rest of the ride just a long awkward silence and the occasional death glare between me and Kevin.

"Alright, this is the place." Kevin said as we approached a large ominous castle a little bit aways.

"Oh yeah, a big looming castle. Totally discreet." I said with maximum sarcasm.

"Sometimes the best way to hide is in plain sight." Gwen noted.

"Point taken."

They'll most likely have put most of the lances in a secure room." Kevin suggested. "And they have a _killer _security system so going in through the front probably isn't the best idea even with the Omnitrix."

"Then what do you recommend?" Labrid asked.

"I suggest a more stealthy approach. I cased the perimeter after my first meeting with them and found an unguarded entry point near the back."

I didn't bother asking why he was 'casing the perimeter'.

We made our way to the entry point; a sewer pipe that leads into the castle.

"Is this really the only way in?" I asked.

"Yeah." Gwen agreed. "I'm with Ben. There's got to be a better way. Maybe we take our chances with the front entrance."

"If you want to face several armed guards and a massive dragon then fine by me, but I don't think it'll kill you to get a little dirty."

Gwen and I looked at each other and we both shrugged our shoulders.

"Alright, after you." I replied.

Kevin absorbed the metal from the sewer grate and pulled it off allowing us to enter.

"At least it doesn't smell as bad as Swampfire." Gwen jokingly noted.

After walking for a bit we came across a ladder.

"This should lead directly into the castle." Kevin assured us.

We followed him up and came into a dimly lit corridor with two branching paths.

"Oh great." I groaned. "Um, eenie meanie miney…"

"Perhaps we should split up." Labrid suggested.

"Are you sure that's a good idea?" I asked. "How would we know where to meet up?"

"With these."

Labrid took out three devices that resembled tiny Plumbers' badges one to each of us. "Place them in your ear."

We did as he suggested.

"Are these wireless communication devices?" Gwen asked.

"Precisely. All you need to do is think of the person you're trying to contact. _**"****They even work without having to speak."**_

Gwen and I looked surprised when we heard Labrid's voice in our heads without him speaking.

"I suggest Kevin and I take one path and you and Gwen take the other."

"Sounds good." I replied.

"Remember if you come across the weapons room or anything goes awry. Contact us right away." Labrid suggested.

"Right." Gwen and I replied.

"So how's school life been going?" Gwen asked as we walked down the candlelit hall.

"Pretty good. I'm passing most of my classes."

"Most?"

"You know me. Math's never been my strong suit." I sheepishly replied.

"Ben, you'll never get into a good college if you don't have consistent grades."

"Well, it's not like I'm completely failing it. I think a D+ isn't too shabby. I figured I'd just hedge my bets on a sports scholarship."

"Come on Ben you can do better than that. I have an idea. How about I tutor you."

"Tutor me?"

"Yeah!" She happily exclaimed. "I'll come over to your house or you come over to mine and we hit the books hard."

I couldn't help but laugh a little at that. Her passion for studying was truly something else.

"What's so funny?"

"Nothing." I replied, half-heartedly trying to hide my smile.

"I'm serious, Ben. You need to start taking your future more seriously."

"Alright." I relented. "I'll come over to your place some time next week, okay."

"It's a date." She happily replied with that heartwarming smile of hers.

**'**_**A date!?' **_I thought as my heart began to beat slightly faster. I know she probably didn't mean it like that but my hopeful mind so desperately wanted her too. After walking for a bit and turning down a few more corridors, we came across a set of stairs that led into a room lit only by the moonlight shining through the windows. It was hard to make out a lot but I could that there were some display cases filled with, best-case scenario statues of aliens they've beaten and worst-case scenario, their actual bodies.

"I wonder if there's a light switch in here." I said as I began to look around.

"Be careful, Ben."

"Relax, it's not like we're going to trigger any…" The distinct sound of a switch being clicked echoed through my ears as I looked down to see the floor tile I just stepped on had sunk slightly. "...Traps." I gulped.

We certainly got light as all the lights in the room turned on. We also happened to get over a dozen forever Knights coming to attack us. They were armed with what looked like older model laser lances. Not the ones we were after but probably worth noting.

Gwen didn't say a word but simply gave me a look I knew to convey something along the lines of 'Way to go, knucklehead.'

"Come on that could have happened to anybody." I said defensively.

She gave me a slight smile and chuckled while shaking her head slightly. "I think it's hero time."

"You got that right." I popped up the display on the Omnitrix and cycled through until before stopping a specific one. "Alright, let's see what you can do little guy." I slammed my hand down on the display and transformed into a large black and cyan moth man complete with large moth wings which were currently wrapped around the body like a cloak. Figured I'd try to streamline the descriptions a bit. "Oh great...It's doing this again. Oh well, let's see what you can do." I noticed little puffs of cold air as I spoke so I took in a deep breath and blew out a large cloud of eyes that froze the ground in front of me. "Oh, I already know what I'm calling this one. Chilly McFreeze...No wait that sounds stupid..."

"Ben, less focus on naming the thing and more focus on fighting." Gwen said urgently as the Forever Knights began to take shots at us. Gwen deflected any shots directed at her and tried to block for me as well, but one shot hit me dead on. Thankfully another one of the cold guy's powers kicked in as the shot simply phased through he rather he phased through the shot.

"Whoa sweet. Wait wait wait, I got it! Phantom Chill! Nailed it!"

"Congratulations, you figured it out. Now can we focus on the guys shoot at us!?"

"Right, sorry. Alright, so we go halfsies?"

"Sounds good to me."

I took in an even deeper breath and shot my ice breath at my half of the Knights. Unfortunately, their armor proved a bit more resilient than I hoped. Their movements were hampered a bit their stiffened armor but they weren't completely frozen allowing them to fire and slowly move forward. Likewise, their armor gave Gwen some problems as well. She fired several quick energy blasts at them but they simply bounced off.

"This is bad!" Gwen shouted.

"Any suggestions!?"

'_**Actually, yeah. I think I have an idea.' **_Gwen replied using the telepathic communication function.

"Let's hope this works!" I shouted after hearing her idea.

Gwen formed a large sphere of energy and shot it in the air while I proceeded to freeze it with my ice breath. Gwen then made a fist with her right hand causing the sphere to shatter and rain down several shards of ice onto the Forever Knights incapacitating all of them.

"Just like old times."

"Yeah." Gwen smiled. "You know. I think I kind of missed this too."

"All that's missing is…"

"We'll find him, Ben." Gwen assured me as she gently placed her hand on my cheek just as I turned back into plain old me. It may have just been a simple innocent gesture to her but it sents a wave of what I can only describe as euphoria through my body.

"You're right." I smiled.

"We should probably contact Kevina and Labrid."

"_**Can you guys hear me?**_

"_**Yeah!" **_Kevin responded but I could hear some slight panic in his voice or technically his thoughts.

"_**We encountered some Forever Knights." **_Gwen continued. _**"We took care of them but they seemed to be using Laser Lances but they don't quite look like the ones we saw at the train yard."**_

"_**On your left!" **_I heard Kevin respond but it obviously wasn't directed at me and Gwen. _**"Sorry, but we're a little busy right now. We encountered some Forever Knights too!"**_

"_**Are you guys, alright?" **_Gwen asked worriedly.

"_**It's nothing we can't handle." **_Labrid assured us. _**"Don't worry about those lances. Older models like those are only level three technology. Still illegal but nothing worth prioritizing right now.'**_

"_**Can you tell us where you are?" **_I asked. _**"Maybe we can come and help you?"**_

"_**No." **_Labrid replied. _**"You may get lost. Just sit back and we'll contact you when we're done with these lightweights."**_

"_**If you say so." **_I replied before taking a seat on the floor and gesturing to Gwen to take a seat too.

Gwen just shrugged her shoulders and sat next to me as we engaged in some more small talk.

"That form you were using it was Silat right?" Gwen asked.

"Yeah. I started taking it about eight months ago."

"If you wanted to join martial arts you could have joined my karate class. It might have been fun to learn together."

"Eh, Karate just seemed so boring." I lied not wanting to tell her the real reason that being wanting to put distance between us. It could have just been my imagination but just after I told her that, her expression seemed to change and for just a split second I could have sworn she had a look of surprise and confusion but it had to have been in my head because her reply seemed pretty standard.

"Boring!?" She replied, obviously offended but taking it lightly. "I'll have you know karate can be one of the toughest forms of martial arts there is."

"Sorry, cuz." I sincerely replied.

"So who's your instructor?"

"Guro Liwanag. I think you'd like she's pretty stern but fair."

"She must be if she has to put up with you." Gwen teased.

We continued our conversation with some idle chatter that eventually led to us reminiscing about the greatest Summer ever five years ago.

"And you could have easily avoided getting sick but no you just had to get yourself trapped in the back of an ice cream truck." she said while cracking up

"Who knew cold could give you a cold." I replied laughing along with her "I sure was a dumb kid."

"Yeah, but you've made a slight improvement over the years."

"Oh, you're too kind."

"But if I'm being serious you really have grown quite a bit. Not just physically. The younger you would have had to have his arm twisted behind his back to even to consider working with Kevin let alone suggest it. I'm proud of you."

**_"If only she knew how I felt...Would she still be proud of me then, or...'_**

She smiled once again at me, snapping me out of my torn thoughts, and I smiled back. We sat in comfortable silence. It was a nice moment. Unfortunately, the moment was all but brief as Labrid's voice suddenly chimed in. _**"Can you hear me?"**_

"_**Loud and clear." **_I replied.

"_**We've cleared out the hostiles."**_

"_**And good news we found a map." **_Kevin added.

"_**Sweet!" **_I replied.

"_**We know where the room we're looking for is located." **_Labrid continued. _**"It's located in the courtyard...near the front entrance of the castle.'**_

"_**So we could have just went through the front gate and ignored all this?" **_I replied, making sure to try and convey my annoyance to Kevin.

"_**Hey, who knew?"**_

"_**We're getting ready to head there now.**_ _**I'll give you directions and we'll rendezvous there."**_

"_**But what about the dragon?" **_Gwen asked.

"_**Well, I was thinkin' maybe since they were expecting me when I met with them that day they had the dragon there for extra security. So they might keep it in another part of the castle when they're not expecting company."**_

"_**Well, let's hope so." **_I replied.

Following Labrid's directions, we reached the large and honestly impressive medieval-style courtyard managing to arrive just before Kevin and Labrid.

"I really owe you one." Labrid said to Kevin as they approached us.

"You owe me two."

"I definitely had that guy."

"Riiiight."

I'm not sure what happened between those two but there seemed to be a newfound sense of mutual respect between them.

"Sounds like you two had fun." Gwen observed.

"We ran into some trouble, but as Labrid said, it was nothing we couldn't handle."

"Looks like there's no dragon." I observed.

"Told ya so."

"The weapons room should be right here." Labrid said as we followed him to large metal double doors. "Kevin."

"Got it." Kevin replied before absorbing the metal of the doors and pried the doors open.

"You know we probably could have seen if it was even locked first." I pointed out.

"Yeah, but that's no fun." Kevin replied.

I honestly couldn't argue with that.

The room stretched far back the lights of the room only illuminating the front half. But luckily enough the laser lances were right there in the front.

"You know, I'm a little disappointed." Kevin pouted. "I expected this to be a little harder."

I smirked while Gwen pinched the bridge of her nose and let out a sigh.

"What I say?"

See I'm not the only one who can jinx things because right on cue the glow from the eyes of something big in the dark area stared us down.

"I think…" I think began to say before being interrupted by a roar large and loud enough to push us back a solid inch.

"...There be Dragons." Gwen continued.

We quickly retreated back into the courtyard as the dragon began to lurch forward.

"Okay, for the love of God. Please, no one say anything else like 'At least things can't get any worse." Gwen pleaded.

"Well, technically you just…" I replied before several more Forever Knights rushed into the courtyard.

"That shouldn't count!" she shouted.

Yeah, so in addition to a dragon the size of a three-story house, we now had to deal with let's just say a troublesome number of Forever Knights. The dragon held us at bay allowing the Forever Knights to retrieve some the new laser lances.

"Alright, little guy. Let's try you again." I said as I cycled back to the alien I was going to choose earlier. "Hopefully, you can do something big!" I slammed my hand down on the Omnitrix and transformed into a toddler-sized Alien. So this one let's see how to best describe it. Think a little human speaker. It had a roundish head with upside-down headphones covering the ears. It was mostly white with few black decals and green LED's embedded in the elbows. There was also a weird square thing on its back that sort of resembled an mp4 player. I think that'll do. I didn't bother coming up with a name right away this time. The threat seemed a bit too big for that. So we just leaped into action and by we I mean me, myself and I. Using the natural instinct of the new form, I discovered the new alien could duplicate itself several times over. Kevin and Labrid focused on the Forever Knights while Gwen and I attempted to take down the dragon. First I made several more clones and attempted to cover the dragon. "I got this. I got this. I got this." All of me chanted. "I don't got this!" We shouted as all of us were flung off with ease. I could feel there was more this thing could do. It felt as if there was a lump in our throats that we needed to clear so I opened one of my mouths and instead of clearing the throat I let out a high pitched scream powerful enough to create visible soundwaves. We immediately attempted to use the sonic scream on the dragon but its wild tail and roaring voice kept knocking us away. Gwen attempted to hold it down with her energy lasso but it broke out of it with little effort.

"Somethings off about this thing." Gwen observed.

"What's off is this thing is practically indestructible...Maybe if I provide a distraction you can take it out with a large energy blast."

"No. I tried firing a couple of potshots at while you rushing it. That hides too thick. Even if I charged my energy up to full I'm not sure it would be enough. So it's my turn to provide the distraction!"

Before I could argue Gwen ran ahead firing a few shots at the dragon's face to get its undivided attention.

As much as I wanted to run after her, I knew what I had to do. With a dozen clones, we shouted together in unison as the dragon just as it's one its claws neared Gwen and just in the nick of time, a bit too close for my own comfort. Our combined sonic scream hit the dragon causing it to seize in its tracks. We thought about letting up not wanting to kill the thing kept going when we noticed sparks starting to come from its body. _**'Oh, it's a robot.' **_With that knowledge, we increased the volume of the scream even more until eventually the dragon collapsed to pieces. Before the last piece had even hit the ground I had ran over to Gwen's side to see if she was okay. "Are you alright?"

"Yeah, I'm fine." Gwen assured me.

Due to the chaos of our fight I wasn't too sure what had happened with the battle between Kevin, Labrid and the Forever Knights. There seemed to be a few less of them than there was before, and I think I happened to overhear Labrid at some point in the fight say "_Now _I owe you one." I did, however, hear Kevin right then say to the Forever Knights. "See what he just did to that dragon? Whataya think he's gonna be able to do to you? I suggest you drop your weapons and leave with all your limbs still attached."

I knew Kevin had to be bluffing. He and I both knew the time on my transformation was just about up but, fortunately, the bluff worked as one of the Forever Knights dropped his laser lance and shouted "Run away!" the rest followed suit shortly after and fled out a small hidden side entrance.

"Quick gather all of them up and put them in a pile in the center of the room." Labrid commanded.

And then following Labrid's next instructions I fired a sonic scream at the pile from a safe distance causing them to harmlessly implode. "Oh wait, I've got a name. Echoply!" I shouted just as I transformed back into regular form.

"That was some quick thinking there, Kevin." Gwen acknowledged.

"I have my moments. So who feels like celebrating? Drinks are on me."

"There's no time for celebrating." Labrid replied sternly. "There's still plenty of work to be done…"

"You alright, Labrid?" I asked as I noticed his skin had started to lose a little color. "You're looking a little pale." It was then that I noticed some liquid leaking from a cut on his suit. "I think your suits leaking water."

"That's not water…" Labrid replied before collapsing to the floor.

"Labrid, you alright man?" Kevin asked. It was so odd. I'd never known the Kevin of the past to show this much concern for anyone. Not even his own personal safety at times. "I got a tire patch kit in my car. I could fix that easily."

"It's no use…I'm already as good as dead." Labrid replied as the color in his face had already begun to fade rapidly.

"No…" Kevin said under his breath but I could still manage to make it out.

"Ben, listen...I haven't quite told you everything…" Labrid continued as he clutched his Plumbers badge in his left hand. "This is more than just an increase in alien activity...Your Grandpa was on the cusp of a major alien conspiracy when he went off the grid...You need to be careful who you trust...And Kevin..._He'd_ be proud of how you were today…"

"Thank you…" Kevin replied.

I wasn't sure what Labrid meant by that at the time but for that moment it was knowledge shared between the two of them.

Kevin tried to keep his face calm and collected as Labrid said his final words but I could see the pain in his eyes. It...actually made sympathize with him.

"You can take up my mission…" Labrid said as he let go of the grip on his badge. "If you can find the source of the weapons you may be able to get to the bottom of this...But it's your choice...I know you'll be able to solve this...together..."

Labrid slowly closed his eyes and within a matter of moments his body had withered away leaving nothing but his suit and badge behind. In my first go-around with the Omnitrix, I had some experiences with death but it was always on the other side and typically it was the villain's own arrogance that did them in. But I'd always managed to save the day. Always managed to protect my allies and while I'd only known Labrid for such a short amount of time he had become someone I knew could have my back...and just like that he was gone...For the first time, I failed to save someone...I wanted to break down right there and maybe I would have if Gwen hadn't placed her hand on my shoulder. Just that touch...Her touch...was enough to snap me back and strengthen my resolve. I knew Labrid was right. Whatever threat was looming needed to be stopped and I knew I couldn't do it alone. I had to do something I never in a million years thought I would do.

"He's right." I said firmly. "This isn't just about finding Grandpa anymore. There's something major happening, and I...no...we may be the only ones capable of stopping it. Kevin, I know you and I have had our issues and in the past and I'm not going to pretend that I still don't have my reservations about but I'm asking you right now for your…"

As I was getting ready to say that last word Kevin bent down and picked up Labrid's badge and said only two words "I'm in."

And just like that, a new alliance was formed ready to take on Labrid's mission and anything that came our way. But even we couldn't know the true level of danger that loomed in our future.

_A/N_

I hope you liked everything I did with this chapter. I hadn't planned on changing any of the aliens' names, but I liked the way Phantom Chill sounded so I figured why not and then I decided to change up Echo Echo's name while I was at it. So Big Chill and Echo Echo are now Phantom Chill and Echoply (a combination of echo and multiply) Not sure if I'll change all the rest of the names or not depends on if I come up with something I really like or not. Don't forget to follow and give your thoughts with a review. Thanks for reading. Cya.


	4. Jaw-Dropping

**Chapter Four: Jaw-Dropping**

We shared a moment of silence for our fallen comrade, saying nothing for over a minute the only sounds being from the crickets outside. Eventually, it was Gwen who first broke the silence.

"I have an idea on how to find those Brainguts we encountered at the train yard."

"How?" I replied.

"Everything has its own unique vibrational pattern. It's how I was able to tell that the dragon wasn't real. In theory, I should be to trace a laser lance back to its source."

"But we just destroyed all the laser lances." I replied.

"Mmm-hm. Right. Kevin, hand it over."

"What are you talking about?" Kevin replied with a slight shiftyness in his.

It took me a second to catch on to what Gwen was getting at but then it clicked. "Aw, Kevin you didn't…"

"I...Okay, fine." Kevin relented before grabbing the laser lance he had hidden nearby.

"Seriously, man? Not a great start to this partnership." I chided

"I figured it might come in handy for somethin'. I was right wasn't I?"

"...I politely refuse to comment."

"If you two are finished I'd like to get going."

We left the castle and headed to Kevin's car. Kevin and I got in while Gwen sat just outside in a meditative position.

"So you're sure this is going to work?" I yelled to Gwen.

"Nope. Not at all!" She replied.

After sitting in silence for a few moments the laser lance began floating in the air and Gwen shortly after and then after a few more moments the lance began to spin rapidly before slowly moving forward.

"Alright, follow me!" Gwen shouted as she began to follow the lance.

"Oh, you don't have to tell me twice." Kevin replied in an amorous tone out of earshot of Gwen as his eyes drifted to a certain area of Gwen's backside.

I did the best I could to hide the disdain I felt from that look and comment, but I could feel my eye twitch slightly something Kevin seemed to pick up on.

"What's your problem?"

"It's nothing. Just start the car."

We continued to follow my floating cousin and as much as I wanted to just sit in silence for the rest of the trip Kevin just had to speak up.

"So your cousin seeing anyone?"

"I don't..." I began to reply. _**'Could she be…' **_I nervously thought. It had been months since we'd had a really in-depth conversation and dating life has never really been a subject we'd really talk about. Several thoughts began racing through my head about it. A girl with her intelligence and looks would have no problem getting a boyfriend. Hell, for all I know she could be dating one of the guys in her karate class. Then there's Kevin. He certainly hasn't been shy about being attracted to her. I mean the man just asked me if she was single. Maybe she's into the bad boy type and...

"Hello, Earth to Tennyson." Kevin said as he waved his hand in front of my face snapping me out of my daze. "Well, does she or not?"

"I don't think so. Why do you ask?"

"Oh, no reason." Kevin replied. I could see from the look on his face that he was contemplating something, but his train of thought seemed to be as we began to drive over some very rocky terrain. "Aw come on, Gwen. I just put a fresh coat of paint on her." Kevin shouted out the window.

"Sorry! I'm just going where this thing takes me! I think we're almost there!"

And just a little bit later we arrived at our destination, a mine shaft entrance being watched over by a single guard.

"Alright Kevin, kill the lights." I suggested as Gwen walked over to the car.

"We need to find a way to sneak past the…Where's Kevin?"

I looked over to see Kevin had indeed turned off the car lights...He also turned off the ignition...removed the keys...and was currently knocking the guard unconscious, having absorbed some of the rocky ground to do so.

Gwen and I just looked at each other and sighed before catching up to the unstealthy muscle head.

"A little heads up would have been nice." I chided.

"We're in aren't we?"

"Was all that force really necessary?" Gwen asked as she looked at the unconscious man with concern. "I think you may have seriously hurt him."

"Relax." Kevin replied as he pulled his face off revealing he was actually a Brainguts in disguise.

"Ugh, that is still disturbing." I shuddered.

"Tell me about it." Gwen shuddered along with me.

"You familiar with ID Masks?" Kevin asked me as he showed me the face. It was solid and looked like a blank face.

"Not really. Tonight's the first night we came across them."

"They're pretty simple to operate. You can program any appearance you want into it, put it on, and presto you like a completely different person. It comes in handy for ugly ones like these." Kevin said as he pointed to the unconscious Brainguts.

"Neat." I replied before the three of us entered the shaft and into a freight elevator led us down through the mineshaft.

"So far it looks like nothing's down here." Kevin said just before the three of us laid our eyes on the massive spaceship in front of us.

"You were saying?" I replied.

"It has to be at least ten stories tall." Gwen observed.

"How'd they manage to hide this thing underground?" I wondered.

"Your guess is as good as mine." I replied. "But that has to be the mother ship which means there's a good chance Grandpa Max is in there."

"So how do you propose we get in there?" Kevin asked.

I gave a coy grin as I looked to the Several Brainguts walking in and out of the ship some pushing mine carts covered with sheets.

"You said that ID mask can make me look like anyone right?"

"Uh-huh, I see what you're gettin' at Tennyson. I wanna do it."

"What? No way. It's my idea. I'm gonna do it."

"Okay children, let's not bicker." Gwen teased. "I know how to settle this."

So we played a quick game of rock, paper, scissors to see who would wear the mask...Kevin won. Although, I'm still convinced he cheated.

"So how do I look?" Kevin asked after putting on the mask and transforming into a Brainguts.

"Honestly, it's an improvement." I quipped.

"Funny. Now how are you two gonna sneak in?"

Before I could answer Gwen grabbed a nearby cart. "After you." she said as she gestured for me to get in. Which was convenient for me because I actually hadn't thought that far ahead.

"Why thank you, M'lady." I jokingly replied in a faux English accent before getting into the cart.

"'Tis my pleasure, kind sir." She played along while getting into the cart.

"Alright, your highnesses. Now put a lid on it." Kevin quipped before placing a lid onto the cart.

Oh man, was I in a tight spot now. In a matter of hours, I went from basically avoiding my cousin all together to being so close to her our legs pressed together. I've only ever experienced something like torture once but if I had to imagine something could be a solid second to that. This was it. The smell of her rose-scented perfume. The feeling of her leggings against my jeans and the fact that I couldn't say anything about it. It was enough to drive a man looney.

"_**Ben, you okay?" **_Gwen asked worryingly_** "You're fidgeting like crazy."**_

Damn you body how could you betray me like this!

"_**It's…"**_

"_**Is your claustrophobia acting up? I thought you'd gotten over that. I'm so sorry. If I had known. I would have suggested Kevin and I get here instead."**_

What Gwen is referring to started when I was ten. I had gone through a period where I couldn't stay in too confined a space for long. It stemmed from an incident I had with one of my aliens at the time, Ghostfreak. I was trying to save someone from something. I can't remember what it was or who I was trying to save. I just remember I phased through a building, and for some reason, the Omnitrix timed out on me even though I should have had plenty of time left. I'd later come to find out that was Ghostfreak had done it on purpose. I'll tell you, that was one alien I don't ever want to get back, but anyway, I found myself trapped in small space with no way out. It was so dark and so cramped I couldn't move enough to activate the Omnitrix. I was in there for God knows how long. Eventually, I was found by Grandpa Max and Gwen. It was that torturous incident that made me so afraid of confined spaces to the point I even had trouble staying in the Rust Bucket for too long. It was Gwen who helped me conquer that fear. I'd still have some incidents even after largely getting over it, but Gwen was always there to help me get through them, and eventually, it went away altogether. And now here she was trying to help me again. I didn't want to lie to her but I couldn't tell her the truth of why I was uncomfortable not that she even gave me a chance to explain. She had already gone into full comfort mode.

"_**Ben, look at me." **_Gwen communicated in a gentle comforting tone as she created a little light with her energy allowing me to see her face. _**"You're gonna be alright."**_

Even though her reason for calming me down was different it was oddly working. I felt calmer and less nervous just looking at her warm smile. How's that for a paradox? The one causing my grief and the one taking it away is the same.

"_**Remember our chant?"**_

"_**Yeah…"**_

"_**Closed space. Closed space. I'm not scared of your stupid face."**_

"_**Closed space. Closed space. I'm not scared of your stupid face." **_I repeated back.

"_**Now say it with me."**_

I nodded and we chanted together. _**"Closed space. Closed space. I'm not scared of your stupid face.'**_

Yeah, it may sound stupid but hey we were ten. It was the best we could come up with. And in this situation, it seemed to help because just like that any tension I felt was replaced with calm reassurance.

"_**Thanks, Gwen."**_

"_**Don't mention it."**_

Gwen and I sat in silence for the remaining moments of the ride.

"Alright. Last stop. All passengers out." Kevin said as he lifted the top on the cart.

As we left the cart, the cold air we were suddenly exposed too was only matched but the cold alien design of the spaceship's interior.

"Whoa, it's colder than an igloo in here." Gwen said, shivering.

"Yeah." I agreed before taking off my jacket and offering it to Gwen.

"That's sweet, Ben. But you don't have to."

"Please. I insist. It's the least I can do after helping me out back there."

"Alright." Gwen relented before putting the jacket on. "Thanks."

"What exactly happened?" Kevin asked raising an eyebrow ever so slightly.

"It's nothing." I quickly replied.

"Yeah, it's kind of between me and Ben."

"Alright, if you say so. So what's our next move?"

"We need to find Grandpa Max." I replied. "I'm just not sure where to begin."

"Maybe I can help." Gwen replied as she closed her eyes. After a brief moment of silence, her hair began to rise up. And then after another brief moment, she opened her now glowing magenta eyes. "I'm sorry, Ben." Gwen said as her eyes returned to normal. "Grandpa was here. Maybe a couple of weeks ago. But he's gone."

"So if he ain't here then we vamoose right?"

"Wrong." I replied. "My whole life my Grandpa's been there for me. When I was little, he taught me how to ride a bike. He started out pushing me and by the time I realized he'd let go. I'd already been riding for a long time...It's time to take the training wheels off and move forward at full speed. We're finishing this mission."

Gwen and Kevin simply nodded and followed behind as I moved ahead. We walked around for a bit observing the ship when we came across a small room filled with laser lances.

"Another weapons room." Kevin observed.

"Yep." Gwen replied before using her energy to quickly dispose of them. Unfortunately, this also created a loud bang as a result.

"Oh and I'm the unstealthy one." Kevin groaned.

"At least this place doesn't have a dragon." I noted.

"Yeah, but it does have them." Kevin replied as he pointed out the several Brainguts coming our way.

"Guys, less talking more fighting." Gwen demanded as she put a shield in front of us.

"Don't have to tell me twice." I replied before popping up the display on the Omnitrix and turning it to the biggest alien I had. "I went little last time. So this time…" I slammed my hand down on the display and "I go big! Yes! I half expected this to be another wrong transformation!" But it was exactly what I was hoping for, a big brown and beige anthropomorphic dinosaur over twelve feet tall with a broad chest, massive guns, relatively short but built legs and a long girthy tail. Giving myself a quick lookover I shouted the first name that came to mind "Humungousaur!" I then used my tail to take out a couple of Brainguts that had managed to approach from behind "Oh this is gonna be good." I said before rushing to attack some more.

"Hey, save some for me!" Kevin shouted as he absorbed some of the metal from the floor into his arms. "These bastards cost me a huge payday!"

Gwen shot him a look of disapproval at that line.

"Oh and also because they're bad guys we don't like that. Go team!"

Then the three of us got to work taking out Braingut after Braingut in various and stylish ways. For example, there was this one Kevin close lined and flipped into the air like a fidget stick, or the three Gwen took out with an energy sphere that she bounced around the three of them like a pinball or this one that I grabbed by the legs and swung around like a bat taking out three others. They may have slightly pinned me down at one point but overall we made quick work of them.

"Hell yeah! We kicked baddie ass!" Kevin proudly exclaimed as he tossed the last unconscious Brainguts onto one of the few piles we made.

"So far." I replied. "That was maybe a few dozen, but there could be hundreds more."

"Well, we destroyed the weapons. That ought to disrupt them quite a lot. So I say we leave." Gwen suggested.

"Good call. Let's…" I began to reply. But, of course, things couldn't be that easy. Something as large no larger than Humungousaur began to approach from a platform above us. It vaguely resembled the Brainguts in terms of shape, and its hands and feet were black, but that's mainly where the similarities ended. Its head was completely different, cone-shaped, and there were no exposed insides. Its body was mostly white with some with four red marks that resembled the ones on its smooth purple face although I'm pretty sure those were its eyes.

"Who dares attack my ship!?" He exclaimed in a loud commanding voice before noticing us. "You.." He stared at the Omnitrix symbol on my chest. "You're Ben 10! It will be a pleasure to kill you!" He yelled before jumping down to confront us with the entire ship shaking upon impact.

"Looks like me reputation precedes me."I replied.

"Indeed it does." he replied. "But that matters not. You and your putrid friends die all the same."

"Hey, I'm not saying you're wrong about Kevin, but don't you dare talk about Gwen like that."

"Hey!" Kevin exclaimed, obviously taking offense at my little jab.

"Eh, he does have a point." Gwen also teased.

"What is this pick on Kevin day!?"

"Enough of this prater!" The new enemy yelled in an agitated tone.

"Yeah, I'm with you on that one!" Kevin yelled as he rushed to attack the new enemy only to be swatted away like a bug. The enemy then rushed to attack Kevin but was stopped by Gwen who attempted to bind his arms only for him to use it against her by swinging her against a wall face first. "Gwen!" Kevin and I both yelled. His hands were still bound but at that point, I could have cared less if they were or not. My only concern was Gwen. I rushed over to her side, and It seemed as if Kevin was going to rush over as well but stopped as if he were attempting to observe something.

"Gwen, are you alright!?" I asked as I let her grab onto one of Humungousaur's massive fingers to help her up.

"Yeah, I'm alright." She replied.

"You're hurt!" I shouted in panic as I noticed a cut on her forehead.

"It's just a scratch, Ben. I'm fine." Gwen tried to assure me but those words went in one ear and out the other.

"Kevin, get over here." I politely demanded.

"She alright?" Kevin asked.

"Just peachy." She replied with a hint of sarcasm.

"So what's the strategy?" Kevin asked. "Cause I wanna bust that thing a new one."

"Get her out of here."

"You sure man?" Kevin replied not bothering to argue to my surprise.

"Yes." I simply replied.

"Alright." Kevin said with shrugged shoulders.

"But…" Gwen tried to reply before Kevin picked tossed Gwen over his shoulder. "But I can still fight!"

"He's too strong. I need to be able to fight him without the risk of you getting hurt. Kevin…"

Kevin simply nodded before taking off with Gwen who continued to argue as I turned my attention back to the enemy who had just broken free from his restraints.

"You lowly insignificant worm! How…"

"I'm gonna stop you right there." I interjected. "_You_ hurt someone I care about. I'm going to break your face."

"You..." he attempted to reply before I rushed at him laying into him with a right cross before he could counter. I swiftly followed up with a left, then a right. Right, left, left, right, left, right, but despite all my blows he barely seemed phased. In fact, it just seemed to piss him off. "You vermin!" he shouted as he countered with a punch strong enough to stagger me backward. I fell back against a wall and he wasted no time pouncing on me. "You come in here..." He began to rant as I did my best to dodge his attempts to punch my face in. "You destroy our weapons! Hurt my servants, and dare to lay your filthy hands on me!" The anger in his voice continued to rise as did the sloppiness of his punches as I continued to dodge them. "Stay still damn you!"

"How about not and say I did?" I quipped as I seized an opening to get away only for him to grab me by the tail and swing me between various hard surfaces. Yeah, despite my declaration of face breaking, he was kind of kicking my ass.

"Do you know how much time you've set our plans back!?" he shouted angrily as he pinned me down held up my head. "I'm going to have to relocate my ship to a new hiding place and sterilize the area…"

"Sterilize…"

"All life within five miles must be eradicated. Can't risk witnesses exposing us."

"I'm not letting that happen!" I shouted, only for him to lift me by the throat with a single hand.

"You're not going to do anything but die."

"This...really...bites." I said before betting biting down on his hand causing him to let me go.

"You fool! You've infected me!"

Before I could recover, he grabbed me by the head and tail and began to drag me until we came to an open end of the ship. He held me up and placed his hands firmly on the top of my head and chin. "After I break your neck and toss you off my ship. I'm going after your little girlfriend and the other one, and I'll break their necks too."

"You...bastard..." I tried to concentrate on something I'd been noticing about Humungousaur since I first transformed. The feeling that he could get bigger, and for a second, I could feel him grow just a little bit, but the pain and pressure from this thing's hands as he attempted to twist my neck was too much for me to be able to concentrate. Did I fail as a hero? Was this the end for me? Right here to this jackass. Fortunately no. As a familiar magenta energy blast hit him square in the face. _**'Gwen.' **_I had sent her away out of fear for her safety and yet here she was saving my ass. The blast itself did little to hurt him but served as enough of a distraction for Gwen to form an energy lasso around me and pull me out of the ship and onto the ground below.

"Ben!" I heard Gwen shout as she rushed over to me. "Now it's my turn to ask, are you alright?"

"Yeah." I replied as I attempted to catch my breath. "You saved my life, Gwen. Thank you."

"Maybe next time you'll listen to me." She scolded.

"I know…Wait where's…" I had expected him to follow me down but he didn't. Instead, the ship suddenly roared to life while we, unfortunately, happened to be near one of the ship's rocket engines, but Gwen quickly up a barrier around us protecting us from the wave of fiery death that headed our way. "Oh no…We can't let that ship take off." I said after fire cleared and the ship began to ascend.

"Why?" Kevin asked. "So he goes off to lick his wounds."

"He's planning on killing everyone within five miles."

"Oh...that's bad."

"Very bad."

"So what are we going to do, Ben?" Gwen asked

"This time I really do have to handle this one myself." I assured Gwen.

"Go for it." Gwen said approvingly.

I concentrated and began to grow bigger to about a third the size of the ship. I jumped and gripped on it as hard as I could as it continued to take off. After struggling for a bit I managed to stabilize myself and looked down to see the ship was already entering the city tearing through its streets with a massive death beam.

"Need to work fast…" I said to myself as I held onto the ship with one hand as I used the other to punch a hole through its hull. I then proceeded to pull out as many wires as I could and just as it was nearing a children's hospital the beam shut off. "That was close…" I said with a brief sigh of relief before losing my grip and nearly falling off the ship. "Come on...Come on...Shit!" I shouted as I lost my struggle to cling on to the very edge of the ship. At that moment, my only hope was my current form's incredible durability which to my gratitude held up as I survived a fall from I'd guess, a few hundred feet. "That was fun…" I groaned just after transforming back to regular form. The crater I know sat in blocked my view of it but I could hear the ship crash and explode in the distance allowing me to breathe a sigh of relief. _**'So glad that's over.' **_I thought to myself as I didn't dare say it out loud. I also thought _**'Ouch.' **_I lifted my right pant leg to reveal a large scrape on my leg. It had happened when I landed as Humungousaur and carried over to my human form. Before I could contemplate the severity of that revelation Gwen and Kevin slid down into the crater. "How'd you find me?"

"Giant you shaped hole. Not hard to miss." Kevin joked while Gwen offered me her hand which I gladly accepted.

"Ben, you did it." She said as she hugged me. "I'm so glad you're okay. When I saw you hit the ground I got so worried."

I swear every hug I received from her made me want to stay in her embrace forever but this one had to be cut even shorter than I would have liked because I could feel Gwen's leg brush against the scrape on mine causing me to recoil.

"What's wrong?" Gwen asked before noticing my leg.

"It happened when I was Humungousaur…" I said worryingly. You see before the recalibration any injury I sustained in my alien form wouldn't carry over to normal state but this time around that didn't seem to be the case. Now, I was more vulnerable than I'd ever been. "I'll just have to be more careful from now on." I assured her.

"You better be." Gwen said as she offered me a hair ribbon that she kept tucked away to wrap around my leg. "Here."

"Thanks."

"So what now?" Kevin asked.

"We keep looking for Grandpa Max." I replied. "We continue his mission and I'm sure we'll figure out where he is. Kevin, I know we've had our issues in the past to put it lightly, but from what you've shown me today. I truly believe you've changed. So I wanted to thank you for all your help tonight." I extended my hand for a handshake but Kevin just looked at me with a smirk.

"You ain't gettin' rid of me that easy, Tennyson. I made a promise to Labrid and I intend to keep it. When I said I was in, I didn't mean just for tonight. I'm in this for the long haul."

To be honest, even though I acknowledged his changes, the thought of working longterm with one a former mortal enemy like Kevin still made a bit apprehensive...But at the same time, I knew how valuable he'd be as an ally because I've faced him as an enemy. Combined with the fact I'd never hear the end of it from Gwen for letting my grudge get the better of me, The choice was obvious.

"And you already know I am, but Ben, as much as I appreciate your concern, and believe me I do, in the future please remember that you can't send me away like I'm some damsel in distress. We all know the risks we take when we go out there. So if I take a bump or a scrap or two just know that I'm more than capable of taking care of myself."

"I know, and I will." I replied as I turned my palm downward. Gwen walked over and placed her hand on top and Kevin after. "It's hero time."

We all began to leave the crater. Gwen was slightly ahead of us when Kevin suddenly stopped me.

"What's up?" I asked surprised at Kevin's sudden stoppage.

"So...You have a crush on Gwen, huh."

I tried and failed to stop my jaw from dropping as those words left his mouth...He had figured me out.

_A/N_

How's that for a spicy finish? I couldn't think of another name for Humungousaur that really clicked for me so I kept it the same. I also hope you liked the little claustrophobia backstory I came up with. Please don't be afraid to leave a review, and thanks for reading. Cya.


	5. You're Hot & You're Cold

**Chapter Five: You're Hot and You're Cold**

I stood there stunned. What could I do? What could I say? Do I deny it? I don't think I could. I mean I could have tried, but I had a feeling there was nothing I could say to convince him otherwise. He had me dead to rights.

"Yes...I mean...no...It's more than that. A crush I mean. I'm…"

"In love with her." Kevin interjected.

"Yeah.

The look on Kevin's face wasn't what I was expecting. I was certain he'd be disgusted, or upset, or angry but instead, it was more understanding.

"You're not upset?"

"Nah, I get it, man. You're cousin's somethin' special. I can see why you'd fall for her."

"It's just that most people would probably be at least a little weirded out by a guy in love with his cousin."

"For a good chunk of my life I've had powers that have shunned me from regular society. I'm not the type to judge a guy for being or doing something outside the norm."

"Fair enough, but you clearly have a thing for her too."

"True, but I ain't one to get in the way of love. Hey, don't be so surprised. I have my romantic side too. I'm a man of many layers."

"But she's still my cousin. I don't think she sees me like that."

"Don't count yourself short, Tennyson. She cares about you. Maybe even more than she realizes."

"I…"

"Hey guys, what are you doing?" Gwen asked as she approached us. "I was talking to myself for a good minute before I realized you weren't behind me."

"Sorry. Just wanted to tell Ben about somethin' guy to guy."

"Well, come on. I want to get home. I'm dying for a hot bath."

"You and me both." I agreed.

"Oh, Ben. Here's your jacket back. Thanks again."

"Don't mention it."

And with that, we officially took our leave and since Kevin and I couldn't continue our conversation it left me to dwell on his words.

Saturday passed without any incident. Can't say the same for the next day though. We spent the day driving the roads patrolling for any signs of activity. It wasn't until the sun had begun to set that we got said sign. When we entered a nearby suburb of Bellwood.

"Come on, Kevin. You're driving like a grandma." I groaned.

"I'm driving the speed limit like the good law-abiding citizen that I am."

"That's the funniest thing you've said all day."

"It wouldn't kill you to go a little faster." Gwen politely suggested. "Don't want to risk getting home past curfew again."

"Yeah, tell me about it. I got my parents patented good dad, bad mom routine. 'You're gonna tell us exactly where you were, young man!?' 'Now Sandra, there's no need to be so harsh. Listen, Ben. It's me you're talking too. I'm not just your dad. I'm your buddy. Your pal. Good ol' Carl. I'm sure you have a perfectly good reason for staying out so late, but I would like to hear it. 'Oh please, Carl. You're being too soft. Come on talk, punk. I know what makes you squirm.' It didn't take a whole lot to convince them that I just lost track of time playing the new Samurai Strikers game at a friend's house but still, they went on for a whole hour with that bit.''

"Wow, I just got an 'I'm not mad. I'm just disappointed.' from my mom."

"Hey, I get it. I…" Kevin began to say

Suddenly a beeping began ringing out from the green jacket Kevin was currently wearing.

"You going to answer your phone?" Gwen asked.

"I don't have one…"

Gwen opened the center console to find…

"It's your Plumbers badge."

"Huh, it's never done that before or that." Kevin said as a holographic map began projecting from it. "It's a map."

"Yeah, that's obvious." I replied. "But to where?"

"Looks like that dot is us." Gwen observed. "Meaning that flashing one is most likely another Plumber's badge."

"Maybe it's a distress call." I added. "Do you think it could be…"

"Only one way to find out." Kevin replied as he put his foot on the gas and zoomed off towards our destination for about five minutes before being pulled over by a Sheriff's vehicle. The said Sheriff was a tough-looking man with medium brown skin and a permanent scowl on his face.

"Do you have any idea how fast you were going?" The Sheriff asked in a gruff irritated voice.

"Well, yeah I'm the one driving the car." Kevin retorted.

"Ugh Kevin, please don't antagonize the cop." Gwen pleaded.

"You're lucky I don't have time for your shenanigans or I'd haul the lot of you off to a cell right now."

The Sheriff then handed Kevin something. At first, I thought it was going to be a speeding ticket but it turned out to be a flyer for a missing person, Alan Albright, ten years old, African-American, height four feet ten inches, slim build, short black hair, last seen wearing a white sleeveless tank top, grey jeans, and black tennis shoes.

"He went missing about a month ago." The Sheriff. "If you happen to come across any information about his whereabouts, unlikely as it may be, please contact that number. Have a good day." The Sheriff said sternly before heading back to his vehicle.

"You're so lucky he didn't give you a ticket." I chided.

"It's a shame. I would have liked to add another one to my collection." Kevin replied as he opened his glove box which was filled with parking tickets and placed the flyer in it.

"Law-Abiding citizen, huh?"

"I can be when I want to."

After driving a safe enough distance to make sure the Sheriff was out of sight Kevin once again sped up, and after driving for some twenty miles or so we came across a pretty unassuming cornfield which Kevin parked just outside of.

"Alright keep an eye out for any creepy children." I joked as we exited the car.

"There's not a whole lot here." Gwen noted.

"Yeah, just corn and this hot ass weather." Kevin replied as he placed his coat back in the car.

"That's what ya get for trying to cop my style."

"Please, my jacket's a completely different shade of green. How can you wear that anyway?"

"It's breathable."

"So how much further?" Gwen asked.

"Not much." Kevin replied as he looked at the badge's mini-map.

We were deep into the cornfield when the badge started beeping.

"That can't be right." Kevin declared.

"What?" I asked.

"This should be the place but..."

"Yeah. Still just a whole lotta corn."

"Maybe whoever sent the distress signal dropped the badge somewhere around here." Gwen suggested.

"Could be." I agreed. "Let's comb the area it has to be close by."

We began to search the area paying close attention to the ground but it didn't take long for something to happen.

"Hey over here!" Kevin shouted.

"Find something?" I asked as Gwen and I approached.

"Yeah. All of a sudden the badge started buzzing. It kept showing the badge was right here. So I gave my badge a gentle little tap and then it did this."

Kevin showed us the badge which appeared to be projecting a holographic map.

"If I'm looking at this right…" Gwen said. "Then the badge is underground."

"Did somebody bury it?" I wondered.

"They would have had to bury it at least a hundred feet."

"Gotta be a secret underground base."

"Then there must be an entrance." Kevin suggested.

"Yeah, we should probably look around for any sort of trap…" I took a step back and tripped over something sticking out of the ground. "Door."

"Nice one, Tennyson." Kevin chuckled as Gwen helped me up.

"Yeah yeah. Get your laughs out. Thanks, Gwen."

"Don't mention it. It was pretty funny though." Gwen said as she let out a slight snicker.

"What did I trip over?" I wondered as I looked down to see a small metal pull handle sticking out of the ground. Cautiously I knelt down and examined it briefly before giving it a pull. There was a loud clicking sound and then nothing.

"Gee, that was disappointing." Kevin said right before the ground below us began to shake. We all took a step back as a small part of the ground in front of us began to split to reveal a platform with a control console in the center. The console was fairly simple with only two buttons on it. An up arrow and a down arrow. "That's better."

Not having many other options we stepped onto the platform.

"Down we go I guess." I said as I pressed the down button.

As we slowly descended, I popped up the display on my Omnitrix.

"Just in case. We don't know what's going to be waiting for us so I figured I'd be ready."

"Good thinking." Gwen replied as she formed a couple of energy blasts while Kevin absorbed some of the metal from the platform.

"Man, I wish we had some elevator music or something." Kevin said as we continued our slow descent.

"I could sing us a lovely melody." I joked.

"Oh please no. I remember the last time we tried karaoke night you broke the machine." Gwen teased.

"Hey, I was sick that day, and that machine was in desperate need of repair."

"Heads up. I think we're about to stop." Kevin observed as the elevator began to slow to a crawl.

When we came to a stop we found ourselves in a dimly lit room. We cautiously stepped off the platform causing the lights to instantly brighten as we did. Now having a clear look at the room the cold alien interior design was all too familiar.

"Guys, I think…" I began to say before I heard two voices in the distance approaching. "Quick hide."

"I'm telling you it's probably just a bird again." The first voice said as they drew closer while we hid behind a nearby control panel.

"Doesn't matter. We still gotta check." The second voice replied.

My suspicions, and judging by the looks on their faces, theirs too were confirmed when we saw the source of the two voices. Two Brainguts approached the lift. They looked the normal amount of ugly a Brainguts typically looked although their skin seemed to be slightly darker.

"_**Brainguts…" **_Kevin said via our wireless communication.

"_**Not too surprising." **_Kevin replied.

"_**I'm more surprised they can talk." **_I added.

"No one. Must have been a bird pulling on the handle again."

"Told you so. I hate elevator duty. It's so boring. Nothing ever happens."

"Careful what you wish for. I heard one of the other sectors was recently taken down."

"Taken down? By who?"

I so wanted to play off that timing but I let Kevin take it as he snuck behind the two Brainguts and tapped each one on the shoulder. They quickly turned and were each greeted by one of Kevin's fists.

"Nice one." I said. "Though I would have thrown in a peek-a-boo before hitting them. So if the Brainguts are here the other badge has to Grandpa Max's."

According to the map, the badge wasn't too deep into the facility, and getting there was fairly easy too. A little ducking and dodging here and there but other than that it was a breeze

"Alright, should be in here." Kevin said

"Everyone stay alert." I suggested.

The room we arrived at was filled with all sorts of strange machines and devices, but all of it was merely a backdrop to what caught our attention. We didn't find Grandpa Max. Instead in the center of the room was a Heatblast. The official name for them is Pyronite. This one was being held up in the center of the room, his wrists and ankles bound to gallows, and appeared to be unconscious.

"We need to get him down." I said as I looked for a way to unlock his restraints.

"I got a faster idea." Kevin declared before breaking the restraints with his metal enhanced hands catching him and setting him down on the floor.

He wasn't very tall and looked pretty scrawny were my thoughts as I got a good look at him.

"I think he's just a…" I began to say when suddenly his form changed. He was no longer a Heatblast, but an average run of the mill "Kid."

"That's the kid from the missing person's poster." Gwen declared.

"He's coming too." Kevin observed.

"Wha...what's…" He began to mutter as he slowly opened his eyes before they suddenly shot open as if everything suddenly came back to him.

"Leave me alone!" He shouted as he quickly backed away from us.

"We're not here to hurt you." I tried to assure him.

"I don't believe you." I know you people can disguise yourselves with those face masks. "You're...you're just trying to trick me."

"We're not trying to trick you see." Gwen assured him in a gentle voice neither Kevin or I could manage as she tugged at her face showing it was real. "Want to give it a tug?"

Alan seemed a little more relaxed but was still a bit apprehensive as he cautiously approached Gwen and tugged at her chin.

"See we're human." She said with a gentle smile. "Your names Alan right?"

"Yes." Alan replied with a sigh of relief. "You know who I am?"

"Yeah, we ran into the Sheriff." I replied. "He gave us a missing person's poster. Said you'd been missing for a month."

"Sheriff Mason. Have I really been here for a month?"

"Why did they take you?" I asked.

"They were draining me. Using the energy from my other form as some sort of fuel source I think."

"I was going to ask about that. Your other form. How is it you can turn into a Heatblast."

"You mean my flame form? My dad's part of an intergalactic peacekeeping force. The…"

"Plumbers?" I interjected.

"Yeah. How did you know?"

Kevin showed him his badge.

"You're Plumbers?"

"Not quite." I replied. "We're more like associates."

Alan stared at the Plumbers badge and it seemed to remind him of something as he suddenly ran over to a nearby desk.

"My dad's badge. I saw them put it in here."

He let out another sigh of relief as he retrieved a plumbers badge from the container before suddenly collapsing to the ground.

"Are you okay?" Gwen asked as we rushed over to him.

"Yeah, just a little tired..."

"I'm still curious." I said as I helped Alan up, "I know your dad's a Plumber but how is it exactly you can transform like that? You don't have an Omnitrix do you?"

"Omniwhat? Never heard of it. I can transform because my mom is a Pyronite."

"Wait, your dad had s...did it with a Heatblast!?"

"Plumbers travel off-world a lot so it's not uncommon for Plumbers' kids to have one parent or ancestor with alien DNA." Kevin replied. "It's probably how Gwen got her powers."

"No way. My power is pure magic."

"Whatever you say."

"But seriously with a Heatblast? I mean how would that even work? I…" I decided not to dwell on that for my own sake. "How do you even know so much about Plumbers' kids anyway, Kevin?"

"I picked up some knowledge here and there through my dealings."

"I guess that makes sense." I replied before a sudden realization hit me. "Wait, if the source of the signal was coming from that badge then…"

"That means Grandpa isn't here either." Gwen continued.

"Yeah."

"You don't seem as torn up about it." Kevin pointed out.

"I made a promise to myself yesterday. That I wouldn't beat myself up every time we find something that doesn't pan out. I know we'll find him eventually. For now, we gotta get him out of here. Let's..."

You ever get that feeling when things are going a bit too smoothly. Like there's a large pair of shoes, ones resting firmly on the ground and the other is floating in the air, hovering just above you, waiting to drop at any moment and flatten you like a chocolate chip pancake. Well, I was getting that feeling. And as sure as your stomach will pay you back for eating a mega gut buster chili fries from Burger Shack, that other shoe dropped.

"...Go." I said with a frustrated sigh as the lights in the room suddenly turned red followed by a blaring alarm.

"Intruder alert! Intruder alert!" An automated voice on an intercom shouted. "-A breach has been detected in the Pyronite containment chamber! Initiating toxin gas termination. A heavy metal door came slamming down on the exit to the room as it slowly began to fill with gas,

"Shit…"

"Kevin! Watch your language in front of the kid." Gwen scolded as she put up a barrier around us to prevent the gas from getting in.

"It's okay. I've heard worse on the internet."

"Okay let's focus." I suggested as I cycled through the Omnitrix for a particular alien. "We find a way out of here." I looked around and saw the gas was coming from a vent above us.

"I know that look." Gwen said as she saw me looking up at the vent. "What's your plan?"

"I messed around with a couple of the aliens on the watch yesterday. This guy should be able to fit into that vent. I should be able to get to whatever's producing the gas and take it out."

I slammed my hand down on the Omnitrix. What I transformed into was, well, have you ever played a JRPG? If so you might be familiar with slime monsters. It's kind of like that. A neon green blob of slime being held up and given humanoid shape by a small anti-gravity projector hovering above it.

"What do you call that one?" Gwen asked.

"Oh man, what do you call that thing?" Kevin asked, failing to hide a slight look of disgust on his face.

"This bad boy is...huh I forgot to name it."

"How about Visc." Gwen suggested.

"Huh, I like the sound of that. Visc it is."

"So you can turn into an alien too?" Allen asked.

"I can turn into a whole bunch of aliens. But enough small talk I'm getting us out of here. Gwen."

"Right."

Gwen opened a hole just large enough for my projector to fit through closing it up as soon as all of me was out. I quickly made my way up to the vent. Using Visc's acidic touch I melted the duct's vent allowing the projector to pass through. After traveling for a little distance I came across a branching path in the ductwork path. The gas appeared to be coming from the path on the left so I was about to go down that path but stopped as I noticed something else, voices.

Three voices could be heard coming from the other path. I couldn't quite make out what they were saying so I decided to take a closer listen. I came to another vent where I could hear the voices loud and clear, and I could also get a peek inside the room but just barely. From what I could see there was one figure actually in the room, a Brainguts. It was talking to two figures on two separate monitors, both were cloaked in shadows but I could recognize the silhouette of one of them. It was one of those big bastards from yesterday. The other one, however, seemed human, a female. Maybe one of them was wearing an ID mask, but why?

"The Pyronite you captured was a Plumbers' kid!?" The woman shouted angrily. "Why wasn't I informed of this!?"

"It was deemed unnecessary information." The big thing replied.

"Unnecessary infor…" She sighed. "DNAlien, did you take his badge away?"

"Yes."

"And did you make sure to deactivate the tracking beacon?"

"Tracking beacon?"

"Ugh, Useless. No wonder they found you so easily."

"It's of no use grumbling now." The big guy replied. "Has the gas taken effect?"

"I'm still reading vital signs from the room but the intruders should be dealt with shortly, my Highbreed master." The Brainguts said.

"If this is Ben 10 we're dealing with here. You better make sure he's dead." The woman suggested.

'_**So the little ones are called DNAliens and the big ones are Highbreed. Eh, I like Brainguts better.'**_

"I assure you they're not getting out." The Brainguts replied. "But are you sure we should terminate the Pyronite as well?"

"You have extracted enough energy. Initiate a test run of the terraformer then purge the facility."

'_**Purge!?'**_

"Purge!? But…"

"Do not question me half-breed vermin! The data from the machine will be collected. Now, do as I command."

"_**Ben! What's taking you so long?" **_Gwen asked.

"_**Sorry. Got a little sidetracked."**_

I didn't want to keep Gwen waiting any longer so I made me way back and down the other path and into a smaller room where a generator was producing the gas. Visc's acid made short work in disabling it and I made my way back to Gwen, Kevin, and Alan. It didn't take long for the gas in the room to dissipate allowing Gwen to drop her shield.

"We need to get out of here…" I began to say before the Omnitrix timed out. "Now. I just overheard some information. I'll get into more details later but long story short. This place is going bye-bye."

"Alright, one exit door coming up." Kevin said as he walked over to the still-sealed door. Kevin absorbed the metal material from it and gave it a few punches but only managed to make a small dent. "Man, this is too thick to punch through."

"Stand back." Alan said as he assumed his other form. "I think I might be able to help.

Alan fired a large flame blast from his hands which after a few moments melted a hole large enough for us to walk through.

"Nice. Let's go."

As we left the room another announcement came over the intercom.

"Attention! The terraformer will launch in 10 minutes followed by a clean sweep protocol. Please evacuate the facility immediately."

"We better get a move on." I suggested as we picked up our pace. However, we soon stopped in our tracks as we saw a small group of Brainguts coming our way. "Heads up we got company."

But surprisingly enough the Brainguts ran right passed us.

"They must be heading towards a different exit." Gwen noted.

"Let's just stick to the one we know." I replied.

We eventually made our way to the lift. Kevin practically punched the up button we began to lift off, thankfully a bit faster than we descended.

As the lift took us up I explained everything I overheard.

"So we have a bit more info on these guys." Kevin replied. "But what the heck is a Terraformer?"

"I…"

As we neared the top the entire lift began to suddenly shake violently, and a blinding light engulfed the view above us. By the time we reached the top, the light had cleared, and a short distance away, a large strange tower had sprung up from the ground. Within a matter of moments, grey clouds began to form across the sky above it and the temperature began to drop rapidly, while snow began to fall from the clouds.

"I think we have our answer."

"It must be some sort of atmospheric changer." Gwen deduced.

Unfortunately, we didn't have much time to observe much else about the machine as it began to rumble and glow with a red hot intensity.

"Commencing purge in T-minus One minute." Said the automated voice as it now came out of the machine.

"As much as I'm enjoying this lovely weather. We need to haul some serious butt!" I shouted.

The count had gotten to thirty and we weren't even half-way to the car.

"I don't think we're going to make it!" Kevin exclaimed.

"Gwen, do you think you could put up a barrier?" I asked.

"I could but, I have a feeling that the explosion is going to be pretty big. I don't know if it could handle the force of the explosion."

Our odds seemed a little bleak at that moment when the Sheriff's car came barreling towards us before screeching to a stop right in front of us.

"Get in!"

He didn't have to ask twice as Gwen, Kevin, and I crammed ourselves in the back while Alan took the passenger seat.

"I'd normally advocate buckling up but this time I think I'll make an exception!" Sheriff Mason shouted as he slammed his foot on the gas and a B line out of the cornfield.

"15 14 13 12 11 1 1."

We had just barely made it out of the cornfield when the terraformer and the underground base exploded taking out most of the cornfield along with them. We hunkered down in the car until the explosion cleared, and sat in silence for a few moments longer to collect ourselves before exiting the car.

"Alan? That really you?"

"Yeah, Sheriff Mason it's me." Alan replied before Sheriff Mason pulled him in for a hug. "I'm sorry. I should have been more watchful of you…"

"It's alright."

"Sheriff Mason, right? Thanks for the help. I'm Ben Tennyson. This is Gwen and Kevin. How did you find us?"

"I saw you head in this direction. I thought you may have been up to something so I trailed you. By the time I got to the cornfield I saw your car but you were nowhere to be seen. I searched around and I had just gotten back into my car when I saw that thing come out of the ground."

"We appreciate the save." Gwen said thankfully.

"It's my duty, but If you don't mind I would like some answers. What exactly were you doing out here? How did you find Alan? You look too young to be Plumbers."

"Wait, you know about the Plumbers?" I replied.

"Yeah, Alan's dad and I grew up together. We were both offered recruitment into the Plumbers. I turned them down. He didn't. Alan's been staying with me while his dad's off-world."

"Alright. I think we can trust you."

I filled Sheriff Mason in on everything leading up til now including Grandpa Max and our search for him.

"I see. Alan, I'm sorry you had to go through that. As for your Grandpa. "I don't recall anyone matching his description coming through town I'm afraid."

"It's alright. After finding Alan with his plumber badge. We figured he hadn't been here. Speaking of I was thinking, Alan, we could use an extra set of powers. How would you like to join our team?"

"I'm afraid that's going to have to be a no." Sheriff Alan replied. "We're going to need his help in case anything happens around here. And besides, he also has a month's worth of schoolwork to catch up on."

Alan didn't look too happy about that last statement. I don't blame him.

"He's right. This area could use my help, but I'll be here if you need me."

"Me too."

"Alright, I think we're all done for the night." I said to Gwen and Kevin. "And hey we should be able to make it back before curfew."

"Yeah, let's get back to...My car!" Kevin suddenly shouted as he remembered he parked near the edge of the cornfield.

At first, he breathed a sigh of relief as his car appeared to be completely untouched. That is until he reached the driver's side of his car and saw that both the front and rear windows had been completely shattered by the concussive force of the explosion.

"Aw, man…"

* * *

A/N

* * *

Sorry for the wait on this chapter. I ended up scrapping my original draft of this quite a ways into it because I felt it was way too similar to the actual episode. Not really any major Bwen moments in this chapter. Decided to focus more on building the plot for this one. But trust me there will be more Bwen moments in the future. I hope you like what I did with this one. I'll try my best to get the next one out a little sooner. God knows we could all use a bit more comforting things right now. I hope everyone stays well during these trying times. Remember to wash your hands and stay clean. Cya.


	6. One Week

**Chapter Six: One Week**

The next week ultimately proved fruitless in terms of finding anything on Grandpa Max or any signs of alien activity. Not knowing exactly where to search was a bit of a setback. We basically got lucky when we decided to explore where Alan was kidnapped, and having to balance school work with it all didn't help too much either. That being said the week wasn't completely uneventful. I'd like to go over a few of the highlights. We'll start early in the morning at my high school.

* * *

Monday

* * *

I was at my locker getting my books sorted when Julie approached me.

"Hey, Ben."

"Oh hey, Julie."

"What's...Oh right the notes. One sec. They're pretty basic."

"That's alright. Like the new watch by the way.

"Thanks. I, uh, got it from a video game convention."

"Cool. Um, well, Cya."

"Cya."

After Julie left I continued to sort my books when I heard a familiar and most certainly unexpected voice come from behind.

"She's pretty cute. So who was she?"

I turned around to see the last person I expected to find in a school.

"Kevin!?"

"Last time I checked."

"What are you doing here?"

"What does it look like? I'm going to school."

"Since when...how...why?"

"Officially, about two months ago. Actually, right now."

"How have you not been expelled?"

"It's easy if you know the right palms to grease."

"I should have figured." I said as I let out a sigh. "So what made you decide to start today?"

"Figured if we're going to be working together. Being able to talk strategies and whatnot throughout the day would be helpful."

"Well, you do have a point."

"So who was that girl you were talking too?"

"That was Julie. I was helping her out with some notes."

"Interesting." I heard him say to himself.

"What's interesting?"

"Never mind, Tennyson."

After that bit of weirdness, the rest of the school day went on as usual minus the fact that Kevin was now in a couple of my classes. That was pretty much the highlight of that day. After school, Kevin, Gwen, and I met at Mr. Smoothy. I told Gwen about Kevin attending school, she pretty much had the same reaction I did. We also discussed what to do for Spring Break which was next week. After that, we patrolled for a few hours, then homework if there was any, then sleep. That was the basic schedule for the week. There were some other activities sprinkled throughout, however. Like my silat practice.

* * *

Wednesday

* * *

Silat practice, It was one of the few things that I was never late for. But on this day I arrived a little late due to recent adage to my new routine. That might explain my instructor, Guro Liwanag almost seemed surprised to see me. I have arrived on time and even a little early ever since the first time I was late. It was my first week taking the class. She made me do so many crunches I had nightmares about my abs coming to life and trying to seek revenge on me for a week.

"Mr. Tennyson, it's not like you to be tardy." Guro Liwanag said in her typical stern tone.

Let me give you a bit of info about my teacher or Guro, Mali Liwanag. I'm not sure exactly how old she is but I'd say most likely late 30's maybe early 40's, but she could pass for her late 20's easily. She came to America from the Philippines when she was 5. That's pretty much all the personal information she's been willing to discuss with her students. Most of the guys, hell even a few of the girls, in our class clearly had the hots for her. Given her almost golden brown skin with eyes to match, her short wavy raven black hair, and statuesque height. It's not hard to see why.

"Sorry, Guro Liwanag. I'll try not to let it happen again." I replied, ready for whatever punishment she had in store.

"I'll forgo any punishment this time. I was a little late myself. I arrived just before you did."

"Really? You, late?"

"Yes, yes. I know, but I assure you hell hasn't frozen over."

Seriously I'd almost be tempted to try to check and see if it was. Much as she hated her students being late to practice, she was never late herself. In fact, she prided herself on punctuality.

After everyone changed into their gi's and lining up. Guro Liwanag began to address the class which led to the next surprise.

"Alright students, Because of my tardiness, I will do all the post-class cleaning myself. Also, helping with today's lesson will be my step-daughter, Julie Yamamoto."

_**'Wait, what?'**_

Sure enough. Julie came out of the changing room dressed in a gi. Not only that. She had a black belt too.

"Hey, Ben!" She happily greeted. "I didn't know you took Mali's class."

"When in this dojo you will address me as Guro Liwanag."

"Yes, Guro, sorry. Forgot. It's just been a while."

"So you two know each other."

"Yes, Ben's in one of my classes at school."

"I see. Alright, class. Miss Yamamoto and I will be demonstrating an advanced jurus. Although, Miss Yamanaka may be a little out of practice as she decided to focus more on her tennis. You do remember how it goes right?"

"Yes...I think. No no. I got this."

Despite her confirmation, I couldn't help but hear a slight hint of nervousness in her voice but from what I could tell she pulled it off flawlessly.

"That was adequate."

"Thank you, Ma...I mean. Thank you, Guro Liwanag."

"Now I would like one student to try and replicate that. Hmm, Mr. Tennyson. If you would come up here."

"After one demonstration?" One of the students spoke up.

"Yes, after one demonstration. The next person who asks a ridiculous question gets two hundred squats." She replied, obviously not joking. "Now whom shall it be? Hmm, Mr. Tennyson. If you would come up here."

"Um, sure."

I replicated what I saw to the best of my ability, but I'm sure I missed a few steps here and there.

"Not a bad attempt. Your strikes were precise as always."

After that, the rest of practice went by like normal.

"That will be all for today. Practice on Friday will, unfortunately, have to be canceled as I have another engagement to attend."

As I was getting ready to leave Julie approached me.

"Hey, Ben."

"Hey, Julie. So Guro Liwanag is your Step-mom, huh."

"Yeah. I still can't believe you were taking her class. Guess you must be the one she talks about."

"Guro Liwanag talks about me?"

"Well, not you specifically but she does like to talk about a promising student of hers. I figured you must be the one she's referring too."

"I'm flattered." I said a light chuckle.

"Listen, I have a tennis match at the park on Friday. I was wondering if you'd like to check it out. You could bring some friends along if you'd like."

"Um, sure. I don't see why not."

"Great. See you there."

* * *

Thursday

* * *

This was the day Gwen and I decided to have our study session

After finishing patrolling and heading back to our houses to clean up. I met back up with Gwen at her house, a Standard suburban house, always kept in pristine condition. Aunt Natalie always loved to keep up appearances.

'_**Relax, Ben. It's just a study session.' **_I thought as I walked up to the door.

"Ah Ben, It's been far too long." Aunt Natalie greeted in her usual pleasant but somewhat apathetic tone. Gwen took after in a lot of ways. There were a few minor differences in terms of facial features but, overall, if it wasn't for her dark blue eyes, Aunt Natalie could pass for an older version of Gwen.

"Hey, Aunt Natalie."

"Gwen's up in her room. I'm making some cookies. I'll bring some up in a bit."

"Thanks." I replied before heading up the stairs to Gwen's room. As I walked up to Gwen's room I could feel the butterflies in my stomach continue to stir. I hadn't been in her room in god knows how long. I hesitated for a second before knocking on her door.

"Come in." I heard her say.

I took a deep breath to calm myself before entering the room. As soon as I entered the room the nostalgic smell of floral-scented incense filled my nose.

"Hey, Ben." Gwen greeted with her usual warm smile. "You can put your books over there."

"Alright." I replied before setting my books down on a nearby desk. I glanced around the room and wasn't too surprised that not a lot had changed since the last time I'd been in there there were a couple of new posters on the wall of the hottest new boy band. Still can't get how Gwen can listen to that stuff, but other than that, everything was in the same place. Gwen's always been a bit of a creature of habit, likes having things neat and organized. Not that she doesn't have her moments of spontaneity. The thing that stuck out to me the most though was her spellbook. She kept it proudly displayed on her dresser. What struck me about it was the cover...It was the one I had made for her. I had used yellow sequins as the primary color and covered it with various mementos from that fateful summer. A shell from the lake where we encountered and helped the Kraken. A rubber band ball pin from the Sparksville gift shop, and a silhouette of a couple dancing to commemorate the time she taught me how to dance, along with a few other things. '_**She kept it...'**_

We quickly got to studying, making casual conversation while doing so. We talked about our usual things, that is until Gwen brought up a surprising subject.

"So, any girls at school catch your interest? I'm sure there have to be a few girls vying for your attention, or do you already have a girlfriend?"

'_**Wait, what!?' **_I thought.

"No to all of the above." I replied as casually as I could.

And I wasn't lying either, no girls at _my_ school had my interest. And as far as I knew there weren't any girls at my school that were interested in me romantically.

"Why do you ask, anyway?"

Maybe it was my mind playing tricks on me but just then I thought I saw something in her eyes. A glimmer as if some thought was darting around in her head.

"Just curious." She replied "We're both at that age where relationships start to get taken a little more seriously. I just want to make sure you don't end up with some trying to take advantage of you or something."

"I appreciate your concern." I chuckled. "But trust me. You have nothing to worry about. What about you? You seeing anyone?"

"No. I've had a few guys ask me out but I turned them down. Told them I was too busy with my school work and my extracurriculars."

I hate to admit it but that filled me with an odd sense of relief after hearing that.

"Always the overachiever." I teased.

"And you'll be an underachiever if you let your grades slip. So let's study some more.

"I know. I know."

"Oh and I think dinner should be ready soon. You are staying for dinner right?"

"Of course. When have I ever turned down a free meal?"

"When Grandpa Max offers to cook."

"Touche."

After that, the rest of the evening went by casually.

* * *

Friday

* * *

Oh boy, let me tell you what a day this was. Things started off pretty tame. Gwen and Kevin came along with me, and we talked to Julie before her match.

"Hey, Ben. Glad you could make it."

"It's no problem. Oh, this is my cousin Gwen, and Kevin."

"Nice to meet you, Gwen."

"Likewise."

"And you're the new kid at school, right?" She asked Kevin.

"Sure am."

"Nice to officially meet you too."

"Well, wish me luck."

After the friendly introductions, we found some seats in the stands and watched the match.

"She's pretty good." Kevin pointed out, as Julie, deep into the second set continued to dominate her competition who didn't seem like any sort of rookie either.

"And pretty cute." Gwen added before giving me a not so subtle look.

"What?"

"I thought you said there weren't any girls interested in you?"

"What? No way. Julie doesn't like me like that."

That caused Kevin to not so subtly chuckle.

"Got something to say?"

"Come on, dude. It's obvious she's got a thing for you. But then again you do have tunnel vision in that area."

Kevin made sure to mutter that last sentence near my ear.

"What was that?' Gwen asked.

"Oh, nothing." Kevin replied with a sly grin.

"Kevin is right though. I could tell she likes you just from that conversation alone."

"I…" And the realization hit me. She had been flirting with me. "Oh man, I'm an idiot."

"Totally." Gwen teased, but then she paused for a brief moment, and at that moment I thought I saw it again. Another glimmer. What was going through her head? Her next words completely caught me off guard. "You should ask her out."

They didn't even quite register to me at first.

"You know you don't have to agree that I'm an id...Wait, what!?"

"Yeah, she's nice, athletic, and seems like she has a good head on her shoulders. You should go for it."

"I…"

I wasn't sure what to say. The girl I pined for just told me to ask someone else. I know she's just trying to do what she thinks is best for me but…

I tried giving a subtle glance to Kevin. Hoping he'd bail me out of this situation but he just simply shrugged. I don't think he knew what to say either. Thankfully it was Gwen herself who saved me from having to respond.

"But then again maybe she'll just work up the courage to ask you herself."

Shortly after that, the whistle sounded the match came to an end. Julie won with her opponent managing to score only once

"Sorry, Gwen. I need to talk to Kevin about something." I said just as we left the stands. "It's guy stuff."

"Oh _really_?"

"It'll only take a minute."

"Fine. Have your little guy talk."

"So what do you want a talk about?"

"Am I really that obvious? How could I not see that Julie likes me?"

"Do you actually want me to answer that?"

"No, but…"

"You're not seriously thinking about asking her out are you?"

"No way. It's just the opposite. What if she does ask me out? I can't very well say, 'Sorry I can't go out with you because I'm in love with my cousin.' I'm not sure how to let her down. I suppose I could just say no but, I don't want to hurt her feelings."

"Just leave it to me. Tennyson."

"But what about…"

"Relax I ain't gonna tell her about your feelings for Gwen."

"But…"

Kevin ignored that last but and walked away. I thought about speaking up again but decided maybe it was for the best to Kevin do whatever it was he was going to do.

I walked back up to Gwen who had a puzzled look on his face.

"You alright?"

"Oh, It's nothing. I'm fine."

"If you say so."

"What's Kevin talking to Julie about?"

"He's...Well...He's talking to Julie. He's letting her know I'm not interested."

Once again I thought I saw something in her eyes. A brief glimmer. Normally I could read Gwen pretty easily but these last few times left me stumped.

"Why not? She seems nice enough. Why not give it a shot."

"She's...She's just not my type."

"What exactly is your type?" She asked innocently.

"Someone who really clicks." I replied trying to keep my answer as vague as possible.

"And you're sure Julie doesn't click?"

"I'm sure."

I wasn't sure what to say after that but luckily I didn't have to say anything as Kevin approached us.

"So how did she take it?" I asked.

"Pretty well. We're, uh, actually going on a date next week."

"Okay, that's good...Wait, what!?"

I have to say I did not see that coming. But yeah, that was pretty much it. The weekend passed by with little drama or activity. I can't say the same for the week that followed. The week of Spring break, when things changed in more ways than one.

* * *

A/N

* * *

I know this wasn't an incredibly long chapter, but I hope you enjoyed it nonetheless. Much like the chapter, I'll keep the notes short, so please let me know your thoughts. Cya, and stay safe.


	7. Perspective Part One

I'm baaaaack!

* * *

**Chapter Seven: Perspective Part One**

* * *

"Kevin, come back!" Gwen shouted as I drove off in the Rust Bucket.

"Damn it! I knew I couldn't trust you!" Ben angrily shouted.

My name is Kevin and as you can see, I'll be your narrator for this chapter. As to why I just stole the Rust Bucket...Well, let me rewind things a bit. Back to just before my reunion with the Tennysons.

It had been two months since I arrived back in Bellwood and a little over a year since I escaped the Null Void. The night started off pretty routine, for me at least.

About an hour before my fateful reunion with the Tennysons I was in my garage when I got a call from a...well I wouldn't exactly call him a friend. He's not the kinda guy you'd want as a friend. But he's a guy who I've been through quite a bit with.

"I'm hearing some whisperings from some pretty deep sources. Something big's about to happen."

"Yeah. Yeah. You always think something big's about to happen, Argit."

"This time is different, man. I'm tellin' ya."

"Sure it is. Like the time you thought the president was replaced by a replicant?"

"I'm still not convinced he isn't, but that's beside the point. Just keep your ear to the ground."

"Whatever you say, man. I gotta go. Got a gig."

Yeah, a gig. It was supposed to be just a normal gig. A deal between the Forever Knights and some other party I now know to be the Brainguts or DNAliens. They were very vague on their details but the pay offered was solid. Of course, as you're aware, the night turned out anything but standard.

When I saw them charging down to confront us. I didn't know what to think. So in the chaos of their battle with the Forever Knights and Brainguts I hid. I knew I'd encounter him eventually. Hell, at times I even thought about seeking him out myself. To do what exactly? I'm not sure. I had years to think about what I'd do when I saw him again. At first, it was pure vengeance. I harbored a hatred for him greater than anyone else. But then things changed. I changed.

As I watched from the shadows as Ben, Gwen, and the man I'd come to know as Labrid fought off the enemy my mind raced. I thought about helping my clients, after all, they were the ones paying me, but I made a promise, a promise to be better. True, I was helping criminals trade in illegal goods, and I'd pull the odd grift on some unsuspecting suckers here and there, only people I knew could afford to lose a bit of petty cash, but I stayed clear of hurting innocent people.

But this was Ben Tennyson, BEN 10. A man whose past has been intertwined with mine even longer than he realizes. A man who's been the sole focus of my hatred for some time. I thought I had shaken it, but seeing him again...Some part of that was still there.

And then...I was face to face with him. Despite my cool demeanor on the outside, I was filled with a storm of conflicting emotions on the inside. Here was the man who had caused my transformation into a monster. Who trapped me in hell for nearly four years, but on the other side of that coin I had ultimately brought that transformation into a monster on myself, maybe it just reflected what I truly was on the inside. And that hellish landscape of the Null Void and a certain someone I met there helped me become the person I am now.

"Kevin." He said with a bitterness I don't blame him one bit for.

"Tennyson." I replied trying but I think mostly failing to hide my own anger.

"Move! You're letting them get away!"

For a moment I thought about standing aside and letting him pass. I really did, but...I let that little bit of anger and resentment still within me get the better of me and, well we know how that fight turned out.

After I came too, the first thing that caught my focus was Gwen. Now that I got a good look at her she was...stunning. And I did not attempt to hide that fact.

"Dang Gwen, when did you get hot?"

In hindsight maybe that wasn't the best thing I could have said. I didn't exactly make her life any easier when we were younger. But I'm kind of glad I did, it did lead to the second thing, Ben's reaction.

"Watch it."

It could have just been him being protective of his cousin, but there felt more to it than that. See I'd like to think I'm pretty good at reading people, and while I could tell he was trying to hide it I could see the tint of jealousy in his expression.

Next, I'll skip to the inside the Forever Knights base. Labrid and I had just split up from Tennyson and Gwen and a little way into the corridor Labrid stopped.

"Something wrong?" I asked.

"Your name. Your last name. It's Levin, correct?"

"Yeah."

"Are you the son of Devin Levin?"

"You...You knew my father?"

"Yes. Much like Max Tennyson, I recruited him into the Plumbers as well."

That's right. I, Kevin Levin, am the son of a Plumber.

"Does Ben know? About your father? About Max?"

"No. And I'd appreciate it if you kept quiet about that."

"No worries. It's your secret to tell. Not mine."

Yeah, my secret to tell. Something I'll get around to...eventually.

"I…"

"_**Shh…" **_Labrid interrupted using the wireless communication. _**"Up ahead."**_

We entered into a room filled with training equipment, including several dummies made to look like tall grey aliens, one of which was being beaten on by a Forever Knight, a rookie, judging by his lack of full armor and the words he was venting out loud.

"Do this, squire. Fetch this, squire. Polish my helmet, squire. 'You still need your map to get around this place? Ha, 'tis pathetic.' Well, excuse me. This place is a literal freaking castle! I swear when I become a full knight I'm going to ride the new plebs so hard!"

"Feel good to get that off your chest?" I asked as Labrid and I stood behind him.

"Absolutely...I wait a minute! Who…"

Before he could turn around Labrid knocked him out with a chop to the back of his neck.

"What are you doing?" Labrid asked as I knelt down and began searching the knight.

"I heard him mention something about a map." And sure enough, a scroll was tied to his waist. After unrolling it, it seemed like an ordinary map showing the layout of the castle. Although it appeared to be made of ordinary papyrus there seemed to be something mixed into it that allowed it to show our location. "I'll contact Gwen and Tennyson and let 'em know we found a map."

"Wait. I'd like to continue our conversation for a minute first. Your dad was an honorable man, and a proud Plumber. Is this how you choose to honor him? By being a two-bit swindler?"

"Hey, I ain't two-bit. I happen to be good at what I do." Yeah, that was always my justification for not going on the straight and narrow. I was good at what I did. Very good. So why bother trying to be an upstanding member of society? Why bother being a hero?

"We're wasting time. I'm going to contact the others before anyone else…arrives." I finished with a sigh as the sound of several footsteps could be heard approaching. Labrid and I, along with the unconscious knight I had to drag, managed to hide behind some training dummies that were close enough together to provide coverage. We made it just in time as eight fully armored knights entered the room.

"Alright, boys. We're doing an endurance exercise. The last one standing gets the last leg of...lamb in the fridge."

"Something wrong?"

"Must have been the wind."

"_**Looks like they're going to the other side of the room." **_Labrid observed. _**"If we wait for the right moment we might be able to get the drop on…"**_

The chances of getting the drop on anyone was quickly ruined as the unconscious knight stirred slightly, knocking over a dummy and alerting the other knights to our location.

"Things can't ever go that smoothly can they?" I groaned as Labrid and I prepared to fight.

"Intruders! Get them!"

Luckily the knights were unarmed but eight against two still proved a bit tough. I absorbed the material from a large metal shield that decorated the wall behind while Labrid decided not to use his pistol and instead took out two batons.

"_**Eight vs two. I can't say I like those odds." **_Labrid said.

"_**Aw, that ain't so bad."**_

"_**I meant for them."**_

Shortly after engaging in the fight, we were contacted by the Tennysons.

"_**Can you guys hear me?" **_Ben asked.

"_**Yeah!"**_

"_**We encountered some Forever Knights." **_Gwen continued. _**"We took care of them but they seemed to be using Laser Lances but they don't quite look like the ones we saw at the train yard."**_

_**"On your left!" **_I mentally shouted to Labrid as a knight nearly decked him._** "Sorry, but we're a little busy right now. We encountered some Forever Knights too!"**_

"_**Are you guys, alright?" **_Gwen asked.

_**"It's nothing we can't handle." **_Labrid assured them._** "Don't worry about those lances. Older models like those are only level three technology. Still illegal but nothing worth prioritizing right now."**_

_**"Can you tell us where you are?" **_Ben asked. _**"Maybe we can come and help you?"**_

_**"No." **_Labrid replied._** "You may get lost. Just sit back and we'll contact you when we're done with these lightweights.**_

_**"If you say so."**_ Ben replied before cutting communication.

These guys weren't too tough, but the rookie had managed to recover, grab a mace, and swing it at Labrid, but I was able to step in front of it and block it with my shielded body before knocking him back into unconsciousness with a right hook.

"_**Thanks."**_

After a lot of ducking and dodging and fist swinging the last knight dropped.

"Those were some fine moves." Labrid applauded. "With some proper training, you'd make a fine Plumber."

"I'm no Plumber…" I disagreed.

"You say that now. But give it time. You just may surprise yourself."

I tried to push his words out of my head but they stuck in there deep down.

After that, we contacted Ben and Gwen and used the map to make our way to the weapons room. On our way there Labrid and I chatted, mostly about fighting strategy. I didn't know him for very long but he was pretty easy to talk to.

The next much larger group and well-armed group of Forever Knights Labrid and I faced were anything but pushovers. As Ben, and Gwen battled the dragon Labrid and I did our best to fend off the hoard of Forever Knights. A few Forever Knights had managed to corner me and while metal surrounding me might have protected me from one laser lance, three might have been a bit much. Thankfully Labrid managed to disarm them, pulling off an insane trick shot by bouncing three shots from his energy pistol off me and onto their laser lances causing them to drop them.

"Now you owe _me _one." Labrid said as we took cover behind a nearby pillar.

"No way. If anything we're even."

"Nuh-uh. That was three people. Therefore you owe me one."

"But that only counts as one save."

Our banter suddenly stopped as Labrid noticed that one of the lances the knights picked back up now had a small crack in it.

"Wait! Don't fire that! Its core is exposed if you fire it now…"

But his cries fell on deaf ears as the knight proceeded to fire the lance causing a small explosion that completely atomized him and the other two knights next to him. Save for a few pieces of shrapnel that managed to fly our way, but it seemed none of them managed to hit us.

"Fool!"

After that bit of brutality, we continued to try and keep the Forever Knights at bay, but it was obvious their numbers were too much for just Labrid and myself. After Ben destroyed the dragon I knew he didn't have much time left, but that gave me an idea. Bluff my ass off.

"See what he just did to that dragon? Whataya think he's gonna be able to do to you? I suggest you drop your weapons and leave with all your limbs still attached."

Thank god it worked, because I had nothing else after that.

It was a weird feeling. The feeling of being triumphant. That I'd actually done some good. I wish it had lasted longer at that moment…

'I shouldn't feel that sad about it.' I tried to stupidly tell myself that at that time. It was just one death. I'd dealt death before. Hell, I'd damn near caused several myself. But this felt different. And those words…

"He'd be proud of who you were today."

More words that stuck with me. And as Labrid faded away I made a promise to myself and his memory that I'd see this through to the end. Of course, some bad habits die hard.

"Seriously, man? Not a great start to this partnership." Ben scolded me as I handed Gwen the laser lance I'd hidden.

"I figured it might come in handy for somethin'. I was right wasn't I?"

That was a total lie. I was planning on selling it to a contact on the intergalactic black market. It would have still been taken off Earth, and I would have made a nifty little profit, but using it to further our cause works too.

As we followed Gwen to the enemy's location a thought crept into my head. Ben's earlier reaction to my flirting with Gwen. Was there something more to it? I decided to test it.

"So your cousin seeing anyone?"

"I don't…" Ben replied before falling silent.

And there it was, not jealousy this time, but a look of concern which he tried and failed to hide as he thought about my question.

"Hello, Earth to Tennyson."

"I don't think so. Why do you ask?"

"Oh, no reason." I replied.

Did Tennyson have a crush on Gwen? It was something to think about but I wasn't one hundred percent sure. That was until we reached the enemy's base. When I saw Gwen get smacked against the wall my first instinct was to check on her but I stopped as I noticed how fast Ben even in his lumbering Humungosaur form rushed over to her. The concern in his booming voice was obvious. That's what sealed it.

"Kevin, get over here."

"So, what's the strategy? Cause I wanna bust that thing a new one."

"Get her out of here."

"You sure man?"

I thought about objecting but to be honest I was curious to see how Gwen would react.

"Yes."

"Alright."

"But…" Gwen began to say before I picked her and put her over my shoulder.

And to no one's surprise, she objected.

"But I can still fight!"

"He's too strong. I need to be able to fight him without the risk of you getting hurt. Kevin…"

I nodded and took off with Gwen firmly in my grasp.

"Ben, you dumbass! You need our help!" Gwen pointlessly shouted. Not that it would do any good. Ben's full attention was already aimed at the Highbreed.

As soon as we stepped foot outside the ship, I set Gwen down.

"I'm just gonna go back in there."

"Uh uh." I replied as I blocked her path.

"Kevin…" she said as she gritted teeth and formed an energy blast in her right hand.

"Gwen…" I replied firmly as I placed my hand against the outer hull of the ship ready to absorb the metal material.

The situation was tense and I could tell Gwen had no intention of backing down so I relaxed my face to try to get her at ease which seemed to work as he energy ball began to waver.

"Look, if the man wants to fight alone, I say we let him.

"But I don't know if he can handle this thing on his own. When my energy touched I felt his strength...it was unreal."

"I think this could be a good listen for him, and if he needs our help we'll wait right here."

"What are you doing?"

"I'm keeping track of him using his vibrational pattern. If anything serious happens to him I'll know."

And sure enough, not even five minutes passed before something happened.

"Oh no!" Gwen suddenly exclaimed as her eyes shot open.

"Trouble?"

"Yeah, follow me!"

I followed Gwen to a different side of the ship where she began to look around until spotting something.

"There!"

It took me a few seconds but I was able to find what Gwen was looking at, an open area of the ship. Humungosaur was being held near the Highbreed, looking close to breaking his neck.

"We have to do…" I began to say but, Gwen apparently already had a plan as she put a beam of energy at the ship putting a ring around Humongosaur and pulling him down some feet away from us. "That'll do."

"Ben!" Gwen shouted as she took off in a sprint towards him. "Now it's my turn to ask, are you alright?"

"Yeah...You saved my life, Gwen. Thank you."

"Maybe next time you'll listen to me."

"I know. Wait where's…" He looked up to see the Highbreed had retreated into the ship, and after a few brief moments it started up with Gwen shielding us from the rocket's flames.

"Oh no! We can't let that ship take off!"

"Why? So he goes off to lick his wounds."

"He's planning on killing everyone within five miles."

"Oh, that's bad."

"Very bad."

"So what do we do, Ben?"

"This time I really do have to handle this one myself."

"Go for it."

Humungosaur grew larger as he grabbed onto the ship as it took off leaving us behind.

"We should head to the lift." I suggested.

"I think I have a faster way. Keep steady." Gwen said as she stood close to me.

She used her energy to create a platform beneath lifting us directly up and out of the hole that opened up to let the ship out. As we reached the top, the ship had already gained quite a bit of distance and was now firing a massive freaking laser.

"Come on, Ben. You can do it." Gwen said out loud though more to herself than directly to me.

I could see the concern on her face, but there was even more to it than that. I wondered could she also have feelings for him as he does for her? Was she even aware that she did? After we reached a certain point in the sky we stopped. All we could really do at that point was watch as the ship got further away until suddenly the laser stopped and the ship began to fall.

"He did it!" Gwen happily shouted. That happiness was incredibly short-lived as we both noticed Humungosaur falling as well. "Oh no!" Gwen looked absolutely distraught as he hit the ground making a large crater as a result. "Ben!"

Gwen made the platform move fast, and I'm talkin' very fast. We landed near the crater. Gwen practically bolted towards it while I followed behind. I could see Gwen breathe a huge sigh of relief when she saw him sitting there unharmed.

"How'd you find me?"

"Giant you shaped hole. Not hard to miss."

"Ben, you did it." She hugged him tightly. Perhaps a second or two longer than your average hug. "I'm so glad you're okay. When I saw you hit the ground I got so worried."

Yeah, there was definitely something there. Something more than just a familial bond. I don't think Gwen quite realized it yet.

After I dropped them off at their houses it was time for me to go home to mine. Something I wasn't looking forward to, to say the least. I moved as quietly as possible as I unlocked the front door, but that proved completely pointless as my mom and Harvey, my step-father was waiting for me. I'd hoped they were asleep by now. Guess not.

"Do you have any idea what time it is!" Harvey shouted angrily.

"Do you?"

"Kevin, do not take that tone with him. Harvey, I can handle this. You can go to bed."

"If you insist. Try not to be too long."

"Kevin, where were you?"

"I was…" I hesitated to answer.

"You were what? Getting into trouble again. Working with criminals? You promised me you'd stop this."

I hated lying to her. My mom didn't deserve to have a son like me. For years I held some stupid grudge against her all because of a misunderstanding.

"I know...I'm sorry."

"I know you haven't been going to school. I called the other day. They said you haven't shown up since you've been back."

I _had _bribed some people in the school district to keep quiet about my truancy, but I guess someone didn't get the memo. I guess that's what counts for bribery these days.

"I'm s..."

"Don't apologize again. I made some calls and they're willing to let you return to school with no punishment. You start on Monday."

"I…" I thought about arguing. I thought about saying I had better things to do with my time than study, but the look on my Mom's face. The hurt in my mom's eyes. I couldn't give her any more disappointment. "Okay."

"Thank you." I could see the relief on her face.

When I told Ben I came to school to discuss strategies. I wasn't necessarily lying. I did think of that fact later.

"Now please get some sleep."

"I will."

But not before heading out to my office/shed in the backyard. I picked up the phone, a separate line I had set up for 'work' purposes.

"Yo, big man. What's up!"

"Argit, I need you to keep your eyes out for something."

Then the next week passed. I don't really have too much to say about finding Alan or going to school so I'll skip to Friday. The day of Julie's tennis match.

"I'll take care of it, Tennyson."

"But…"

"Don't worry, I won't tell her about your feelings for Gwen."

On my way to Julie, I walked past Gwen leaning on a nearby beam of the stands, and just for a brief moment, there seemed to be a bewildered look on her face. Did she hear our conversation? I wondered.

Now, when I told Ben I was going to talk to Julie that's all it intended to be just a talk to let her down easy. When I approached her she was sitting down near the tennis court rubbing some lotion on her legs. Seeing her then reaffirmed my earlier assertion, she was cute. Not just cute stunning.

"Oh hey, Kevin."

"Um hey, Julie."

"What's up?"

"I wanted to talk to you about Ben."

"What about? Did he say something about me?" she asked with a slight hint of hope in your voice.

"He's interested in someone else." I said bluntly. I could see the instant disappointment on her face. "He knows you have a crush on him, but he'd prefer it if you were just friends."

"I see." She replied sadly. "Why didn't he tell me himself? Why send you?"

"He didn't. I volunteered. Ben's a nice guy. He didn't want to see your feelings hurt. So I told him I'd come talk to you."

"Oh." She giggled lightly to my surprise. "You must be a pretty nice guy yourself if you're willing to do that for a friend."

"Can't say I've been called nice too many times."

"Well, you are. Thanks for letting me know."

"No problem."

I started to turn around and walk away but something stopped me. I don't know whether it was the disappointment still lingering on her face hidden behind a small smile, but I couldn't leave her alone just yet.

"Hey, I know this is going to sound sudden, but would you like to go out sometime?"

I could see her think for a second before her saddened smile turned to a genuine one.

"Yeah, sure."

"Cool. Listen, I'm going to be busy most of Spring Break so how about the pier, Monday at six o'clock?"

"Sounds good."

And it was settled Monday at six I had a date with Julie. A nice simple evening with no alien activity. At least, that's how it was supposed to be.

I stopped by Julie's house, located in an upper-class neighborhood I'd never thought I'd be caught dead in other than to case some houses. They were pretty nice ones too. Probably a lot of valuable nick-nacks that they wouldn't necessarily notice missing.

A felt oddly nervous as I pulled into the drive-way of the Yamamoto residence. I'd had some relationships in the past but nothing serious except for one...but that's a subject I'd rather not get into. This was my first proper date. Before I got out of the car, however, the cellphone which I recently acquired began to ring.

"This better be important, Argit."

"Ya know would it kill you to just say 'Hey there, Argit buddy, how ya doin?' Every once in a while?"

"Just get to the point." I sighed.

"Fine. Fine. Listen, I think I'm close to finding it. I've tracked down a lead close by and I'm going to check it out."

"Good. Keep me posted."

"Alri…" He began to reply before I ended the call and exited the car.

I took in a deep anxious breath as I rang the doorbell. It was Julie's step-mother who answered the door. Though she didn't say it, I could see the immediate look of disapproval on her face as she eyed me up and down. I'm pretty used to getting disapproving looks from a step-parent. It's usually my own though.

"Good, evening Mrs. Yamamoto."

"Yamamoto-Liwanag." She corrected. "But you can just call me Mrs. Liwanag. It's Kevin right?"

"Yes, Mrs. Liwanag."

"Julie! Your dates here!"

"I'll be down in five minutes!" I could hear her shout back.

And about twenty minutes later Julie finally came down the stairs. We agreed to casual attire so we wore usual attire. I'm not really sure why she needed all that time to get ready. She was wearing a bit of extra makeup. Although if you ask me she didn't really need it. Some aspects of women will always be a mystery to me.

"Hey, Kevin."

"You look good."

"Thanks."

"You will be back promptly at 8." Mrs. Liwanag said sternly.

It was enough to make me a little intimidated.

"Yes, mam."

After a short car ride, we found ourselves at the pier. The evening air was refreshingly cool. There weren't a whole lot of people around which made for a much more romantic atmosphere. Shame atmosphere didn't last too long.

"So, um, what do you want to do first?" I asked. "How about the Ferris wheel?"

"Nah, I think we should save that for last. Ooh, how about bumper cars!?"She asked excitedly."

"Bumper cars it is."

"Yeah! You call that bumping! This is bumping!" Julie exclaimed loudly as she plowed into me.

I didn't even think bumper cars could move that fast, but somehow she found a way. I tried to put my driving skills to work and outmaneuver her but she cut me off at every opportunity. I only managed to get her once. While she got me several times.

"That was fun!"

"I think I might have whiplash." I said semi-jokingly as I rubbed the back of my neck.

"Oops, sorry. I tend to get a bit competitive sometimes." She replied as her cheeks turned slightly red with embarrassment.

"I think that's a _bit _of an understatement." I teased. She giggled at that, and oh boy what an adorable giggle it was. "You know all that bumping made me thirsty."

"Me too. How about I go grab us a couple drinks."

"Kay. Ooh and some cotton candy."

"As you wish."

Things were going smoothly. 'Almost a bit too smoothly' was another thought that crept into my mind. And fate being the smug bitch that she can be, decided to throw a monkey wrench into the plans. That giggle and the peaceful atmosphere was completely shattered by the sound of my Plumbers' badge going off like crazy.

"What's that?"

"It's. uh, my alarm. I have to take my gout medication…"

Yeah, that was definitely not my best lie.

"You don't look like the kind of person who'd get gout."

"It runs in the family. I'll go grab us our grub. Take my pills and be back in a jiffy."

"Alright. I think I'll wait at the funhouse."

"Got it."

I began walking towards the concessions, while fiddling with my still blaring badge. Though the sound seemed to drop a little as I got further away from the bumper cars.

"Come on, what is wrong with you?" As I tried to give the badge a well-calibrated tap, I was suddenly set upon by…a bumper car. Yep, I think my question was definitely answered.

"What the hell!?" I shouted as the car's seat belt latched itself tightly around my waist.

Whatever this thing was I had no intention of it letting it haul me off to freakin' Timbuktu. So I attempted to absorb some of the material from the bumper car but nothing happened.

"Damn it!"

I tried to look around for the nearest metal thing I could absorb and settled on a lamppost that the bumper car drove close enough by. I absorbed enough to cover hands and forearms and made quick work tearing through the seatbelt. I wasted no time in leaping from the rogue bumper car. It was then I got a good look at it. It was green and black.

'_**A Galvanic Mechamorph!?' **_ I thought. Or as Ben would refer to it,

an 'Upgrade.'

I had no idea what it was doing there or why it was attacking me, maybe it was something the Forever Knights or the DNAliens sent after me. That was my best guess at the time, but whatever the reason, I knew I had to stop it.

The Mechamorph came to a screeching halt as it noticed my escape and made a sharp U-turn to face me.

You know, I've been through some weird stuff, but if someone had told me that on my date night I would be playing matador with a possessed bumper car I would not have believed them. Yet there I was in a staredown with a carnival ride.

The Mechamorph revved its wheels before charging at me. I swiftly stepped to the side causing to shoot several feet behind me. It made a quick 180 and tried again only for me to sidestep it a second time.

'_**Okay, this needs to stop now...'**_

I managed to move close to a nearby water tank and absorbed the metal from it to strengthen my arms. The Mechamorph charged at me once again. I sidestepped it like usual but this time just as it began to move past me I brought my fist down through the hood of the car causing it to stop dead in its tracks. The Mechamorph quickly separated itself from the car in a shapeless form.

I attempted to grab at it but it was too fast as it moved under a slit in the pier's floor and completely out of sight. I readied myself to attack in case it came back but after a few moments, it seemed it had actually left.

"What the hell was that about…" I wondered to myself. "I...Oh, crap Julie!"

I quickly made my way to the funhouse and found Julie leaning against a guardrail next to a large sign that read 'Trifecta Fun House. Three rooms of wonder.'

"Hey, Kevin. Where's the grub?"

"Weird thing. They were all out."

"Really? There's practically nobody here. How could they run out of snacks?"

"You know that is a good question. Actually, now that I think about it this place is pretty lame. We should bounce."

"Aw, but I was really hoping to check out the funhouse. I hear it's really cozy in there." She said with a wink.

"But..."

I knew she wouldn't listen as she began to make her way through the empty line. It's not like I could just come out and say 'We need to leave. There's a technology possessing alien on the loose.' And if I show her my powers she might freak out and run away. So I had no choice but to follow along.

"As you wish." I said under my breath as I began to follow her lead.

We came into the first section. A standard house of mirrors nothing to really write home about there. Then the next section 'The Slithering Snake Pit Tunnel.' A darkly lit tunnel with 'snakes' crawling around the bottom. They were obviously just rubber snakes moved around by a series of fans. It did seem to have an effect on Julie though who clung tightly to me as we walked through the tunnel.

"Afraid of snakes are we?" I teased as we exited the tunnel.

"No. Just rubber ones."

"Wait, seriously?"

"Yeah." She replied with a tone that indicated she knew exactly how silly that sounded. "It's a long story. I'll tell you about it some time."

"Alright."

The third and final room we entered was called the 'Funtastic Future Room.' A bargain bin version of a much better and well-known theme park attraction. There were several displays filled with models of 'potential future technology' such as the Super Portable phone, a phone the size of a brick with a screen the size of a postage stamp or the all in one travel computer a bulky tower with a screen the size of a slightly larger postage stamp built into it.

"Something tells me this room hasn't been updated in a while." I said to Julie.

"I think that adds to the charm."

"Well, this certainly isn't charming." I said as I approached a weird slightly rusted silver mannequin clad in a butler's outfit centered in the back of the room.

"Mr. Jeeves. The butler of the future. Complete with ultra-hydraulic legs for speedy service" Julie read off a plaque next to the mannequin. "Something is unsettling about it."

I stared deeply at it and even though it didn't have eyes it felt like it was staring back. For a moment there was pure silence and then...

"Ah!" I screamed as it suddenly bent forward.

'_**The mechamorph!' **_I thought as I bent down to absorb the concrete ground.

"Relax." I heard Julie say. "It's just an animatronic. See."

I stood up and took another look at the mannequin as Julie waved her hand in front of it. The animatronic leaned forward, bent down, then stood as if it were picking up a serving tray. It obviously hadn't been serviced in ages but it surprisingly still functioned.

"Oh. That makes sense."

"Did I hear you scream?"

"Not a word to anyone…"

"Don't worry it'll be our little secret." She winked. "Why so jumpy anyway?"

"I, um, don't like mannequins." That wasn't necessarily a lie either. Mannequins are just a couple notches below ventriloquist dummies in terms of the creepiness factor.

"You know the night's still young." Julie said as she took out a phone from her hoodie and looked at the time. "If we hurry we should be able to catch a movie."

I think Julie could tell that sticking around there was making me on edge, but probably not for the reason she was thinking.

"Yeah, that sounds good."

I breathed a silent sigh of relief as we began to leave the funhouse, but that may have been a bit premature.

All of a sudden my badge started beeping again, but before I could look around to check, something ran up from behind, grabbed Julie, and began sprinting away. It was the animatronic or rather the mechamorph possessing the animatronic.

"Kevin!" Julie screamed helplessly

"Julie!"

And then it too yelled a single word

"Ship!"

But I didn't pay much attention to that at the moment as I focused on rescuing Julie. I quickly absorbed the concrete ground and ran after them, but this thing was fast and instead of heading towards the exit, it made one of its own by shooting a large green blast from its head at the sidewall.

I was able to keep pace with it as it maneuvered its way through the peer grounds with Julie tucked tightly under its arm, but its enhanced speed let it keep a short distance between us. I thought about trying to find something to throw at it, but at the rate it was moving, I was afraid I'd lose track of it or worse, accidentally hit Julie. It's a good thing I keep up with my cardio because I chased it for over a mile before we found ourselves on the nearby freeway. Traffic was also sparse, not a car in sight...except for the semi-truck that the mechamorph nearly ran headfirst into.

"Aw shit!" I shouted as the mechamorph darted out of the semi's way which unfortunately left me with little time to do the same.

Doing the first action that came to mind, I slid on my knees and bent backward as flat as I could just as the truck was about to hit me, and just as it began to pass over me I absorbed some of the metal from the truck's undercarriage which helped spare me from the pain of my legs scraping against the road.

'_**Damn, it's probably out of my sight by…' **_I thought as I popped up to a standing position barely even a second after the truck passed over me, but to my surprise, it wasn't. It was standing there just slightly in the distance. It made 'eye' contact with me. Well, as much eye contact as you can make with a green circle. Then I heard Julie. But they were far enough away that I couldn't really make out what she was saying except for...

"Help!"

"Let her go!" I demanded.

I wasn't sure if it could even understand me. It simply tilted its head at me. At that moment, even in that creepy animatronic body, it didn't even seem threatening, but that didn't matter. It had Julie, and if it was a threat to her then it had to go down. I sprinted towards it as fast as I could, but just as I closed the gap between us by over half it began to move again.

"Ship!" It shouted again before taking off into the nearby wooded area.

After getting fairly deep into the woods it seemed to slow down.

'_**Now's my chance!' **_I thought as I sprinted at full force.

I finally managed to catch up to it. The best thing I could think to do at the moment was a lower shoulder tackle to take out its legs.

"Ahh!" Julie screamed as she went up into the air thanks to the force of the tackle.

"Don't worry. I got you." I said as I caught Julie in my arms.

"Thank you."

"Don't mention it."

"You're like some kind of superhero or something." Julie declared, her eyes went wide at the sight of my metal enhanced body.

"Something is more like it." I replied as I put her down. "I'll explain later, but right now I need to take care of our little friend."

I approached the downed mechamorph as it just separated from the animatronic. It was then I got a good look at its true form. It was small, a lot smaller than a traditional mechamorph, and it seemed to move on all fours or rather threes. It was kind of like a combination of a slug and a dog in a way.

As it noticed me approaching, it let out another "Ship!" as it began to crawl away.

"Oh no, you're not going anywhere."

I grabbed it by its neck and held it up in the air.

"Messing with me is one thing, but targeting someone I care about. That's crossing the line."

I pulled my fist back when Julie spoke up.

"Kevin, wait!"

"What...but…"

"I don't think it was trying to hurt me. Ship, that word it kept yelling. It was saying it to me over and over as you were chasing me. I think it was using me to lead you here. I think it's trying to get help."

"Help? Help for what?"

"Ship! Ship! Ship!"

"You're trying to lead us to a ship?" I asked.

"Ship! Ship! Ship!" It replied in an even more urgent manner before transforming into a small replica of an elongated spacecraft he then exploded and came back together.

"Are you saying the ship's going to explode?" Julie asked.

"Ship!" It replied before taking off.

That seemed to imply yes.

We didn't have to follow it for long before coming across a crashed spaceship. It was mostly intact but had a large gash in the middle of it. The gash itself was protected by a forcefield, but we could still see through it. Inside was a downed and unconscious mechamorph pinned by debris from the ship. and a ruptured core next to a panel that displayed a countdown in Galvanic numbers. Judging from the basic Galvanic that I know, which isn't a whole lot, that timer didn't have much time left.

"Looks like a ruptured warp core. We need to move fast."

"How do you know that, and How are you going to get in there?"

"Like I said I'll explain later. As for your second question, this should work." I replied as I absorbed some of the material from the ship's exterior. I took a deep breath and slowly passed through the shield. Besides a few sparks flying off of me here and there I was able to pass through without an issue. "Phew, thank god that worked."

"Wait, you didn't know that would work?" Julie asked from outside the ship.

"I was like ninety-eight percent sure."

"Uh, Hello, there." A posh voice suddenly spoke out. It was the downed Mechamorph, now awake. "I'm not sure who you are, but if you wouldn't mind getting that the hell out of here before we both get atomized!"

"Right." I ripped the device from its attachments and went to exit the ship but then I realized it might not be that easy. "Uh say what would happen if I were to take this through the shield.

"Oh right. That would be quite bad. See that panel over there." He pointed to a panel close by the opening. "Press Alphoid, Zigmand, Detra."

"Press what now?"

"Ugh, primitives." I heard him mutter. "Press the first button, the sixth button, and the fourth button."

"Got it."

I quickly put in the code and jetted out of the ship sprinting a little bit before throwing the device far into the air as hard as I could, and just in time too as the device exploded sending a shockwave powerful enough to knock me on my butt.

"Are you alright?" Julie asked as she offered her hand to me.

"Besides the ringing in my ear, yeah."

"A little help here would be appreciated!" The mechamorph shouted.

I made my way back inside the ship and removed the debris.

"Thank you."

"No problem. I'm Kevin, this is Julie." "

"Baz-l, It is a _pleasure _to make your acquaintance."

Somehow I didn't quite buy that.

"What exactly happened here?" Julie asked.

"I was on a brief expedition when one of my warp cores decided to rupture. This ship has been a bit overdue for service, but I have been a bit busy and have not had a chance to take it in. After I crash-landed here, I spawned this symbiote to seek the help of a Plumber."

"A Plumber? Were you expecting them to help you with a leaky pipe?"

"It's a different kind of Plumber." I replied. "The help of a Plumber...Wait, is that why my badge kept beeping?"

"Well, of course, what are they teaching you Plumbers these days."

"Well, I'm not exactly a Plumber, more like an associate."

"Well, be that as it may, you do have my gratitude."

"So you say you spawned him does that mean you're like ship's father?" Julie asked.

"Ship?" I replied.

"Yeah, I figured that would be a fitting name for him."

"Oh, heavens no!" He said in an almost offended tone. "I am no one's father. Ship, as you called him, is simply a...you know what it would take too long to explain and I don't want to stay here on this backwater planet longer than I have too."

"Do you need any help? I'm pretty good with repairs."

"No need. I should have this thing up and running in no time."

"If you insist."

"Alright then. Come along sym...Ship"

"Ship! Ship! Ship!" It said excitedly as it rubbed against Julie's leg.

"I think you've made a new friend." I noted.

"It does appear to have taken a liking to you."

"Are you saying you want to stay with me?" Julie asked Ship.

"Ship! Ship! Ship! Shiiiiip!" He replied as he jumped up and down while his 'tail' wagged like crazy.

"I think that's a yes."

"Well, do you think he could stay here with us?"

"Hmm, I suppose I don't really have much you use for it anymore. Ship, you may stay with the humans."

"Ship! Ship! Ship!" He exclaimed once again before leaping into Julie's arms.

"It's okay, boy. Settle down. I'm happy too."

"Okay, if it's all the same to you. I'd quite like to get started on these repairs. So if you could vamoose."

"Dude, anyone ever tell you. You're kind of a dick." I said bluntly.

"Kevin!" Julie exclaimed, in an, I can't believe you just said that sort of tone, but I could tell from the look on her face she agreed one hundred percent.

"Oh, every day." he replied, completely unfazed by my words.

After that, we said one last goodbye to Baz-l and began to make our way back to my car. We walked in silence for a bit but as we continued along the Freeway, Julie spoke up.

"I don't think we're going to make that movie." She said jokingly.

"I don't think so either." I chuckled.

"So...what exactly are you? How come you can absorb stuff like that. Are you an alien, like Baz-l?"

"Not exactly. I'm more like half-alien. My father was from another world."

"I see. That's cool, and what about the Plumbers? What exactly are they?"

"They're an intergalactic peacekeeping force. Basically, space cops."

"Really? But you said you're not one of them. How come you have that badge?"

"This...it...belonged to someone I knew. He passed away recently."

"I'm sorry…"

"It's alright. You didn't know."

"I think that's all the questions I have for now. So, uh, this was some first date huh?"

"Yeah, I'm sorry it turned out like this. I didn't think having my badge on me would lead to this. I understand if you don't want to go on a second one."

"Are you kidding me? Of course, I want to go on a second one. but maybe something a little less life-threatening next time. How about laser-tag?"

"It's a date." I smiled.

We eventually made our way back to my car, and as we neared it my phone started to ring...It was Argit.

"I'm sorry. I have to take this. It's my mom. Here are the keys to the car. Go ahead and get off your feet."

"Alright, I'll be waiting."

I waited for a minute to make sure Julie was completely out of earshot before answering the call.

"I hope you're calling with good news, Argit."

"It's more of a good news-bad news situation. I got a firm lock on the location of the holo-disc. The bad news is it somehow got in Vulkanus' hands and he ain't givin' it up for free."

"...I think I got something I could give him."

A short drive later Julie and I were at here doorway, just a couple of minutes before ten.

"So thanks for tonight, Kevin. I really did have a lot of fun. Even if it wasn't the original plan."

"I had fun too."

"Goodnight."

Julie leaned in to give me a kiss on the cheek, but as she did the door swung and her step-mom was standing there tapping on her watching witch had just turned ten. I could feel that all too familiar glare of disapproval again.

"Mr. Levin. Thank you for bringing my daughter back in a prompt fashion."

"Um, you're welcome, mam." There weren't too many people that intimidated me, but for some reason, she was on the intimidation list.

"Goodnight, Julie."

"Goodnight." Julie said again before heading inside with her stepmom closing the door immediately behind her.

After getting in my car. I called Arlo up one more time.

"Yo, yo, yo, what's the plan, K-man?"

"Tell Vulkanus, I have a Plumber RV I can trade him for the holo-disc. I can get it to him by tomorrow. He can set up the time if he wants."

"Alright. Sounds like we got a deal."

Yeah, perhaps, I should have told them my plan. I'm not sure why I didn't, to be honest. I wasn't exactly sure if they'd go along with the plan. I know how much the Rust Bucket means to them, or maybe I just didn't want them to see me as a two-bit crook again. My plan was to steal the RV, lose them, make the deal, and explain myself afterward. But of course, Mr. Ben 10 himself wasn't going to make it that easy.

_A/N_

Hey there, sorry I haven't updated in awhile its a long story, but I am back as of now so the wait for the next chapter shouldn't be anywhere near as long.. Sorry if you're disappointed in the lack of Bwen in this chapter, but I want this story to be more than just a Bwen fic. I hope you liked seeing the earlier moments from Kevin's perspective as well as the Kevin and Julie stuff. Anyway, let me know your thoughts and your favorite moment from the chapter. Oh, and by the way, a little heads up for the next chapter. It will be told from Gwen's perspective. Cya.


	8. Perspective Part Two

**Chapter Eight: Perspective Part 2**

* * *

Have you ever not known something about someone? About how someone really felt about you? About how you really felt about them? My name is Gwendolyn Katherine Tennyson, and this is how I came to realize something that would change my life forever.

When I first saw Ben standing there a feeling of warmth washed over me. Along with a little annoyance. It felt like ages since I'd seen him. He wasn't avoiding me, was he? Why would he be? I was probably just overthinking it, and when I found myself staring down at him after our little sparring session, I couldn't help but notice how much he'd matured.

Not just with his boyish charm but in his demeanor. There was a sense of awareness in those lime green eyes of his, Hard to believe he's the same dweeb I couldn't stand to be around just five years ago. Even still I could still see a twinkle of that mischievous brat still in there. I don't think that will ever fully go away, and I don't think I'd want it to either.

* * *

Then came our rather eventful reunion with Kevin. I didn't know what to make of him at first. He seemed like an entirely different person. Not that angry vengeful kid we once knew. I didn't know if we could fully trust him or not but his aura felt different. A far cry from the monster he used to be.

"Dang, Gwen! When did you get so hot?" Kevin asked obnoxiously

"Watch it." Ben replied.

I thought it was just Ben being a little overprotective, but it was more than that. There was a tinge of jealousy in his voice. Of course, I didn't notice at the time. Why would I? Who would think their cousin was jealous of someone hitting on them. But it wasn't just Ben's feelings that I didn't notice but my own as well.

A moment I never told Ben about. When we were talking in the castle, I thought I heard something, or to be more specific, someone. When we were in the castle,

"_**If only she knew how I felt…"**_

Did I just hear Ben's thoughts? Was I just hearing things? Maybe it was a glitch in the device that allowed that rogue private thought to pass through. At the time I ultimately decided it must have just been my imagination. But still, that thought stayed with me.

* * *

After I was slammed into the wall by the Highbreed, needless to say, I was more than a little pissed. Unfortunately, my chance at retribution was ruined by a certain overprotective hero. Ben was quick to get my side, which I appreciated.

"You're hurt!"

"It's just a scratch, Ben. I'm fine."

"Kevin, get over here." Ben demanded having completely ignored my words.

"She alright?"

"Just peachy."

"So what's the strategy?"

"Get her out of here."

"Sure thing." Kevin replied to my surprise.

I expected him to say we should all fight together but the ass just shrugged his shoulders and went along with it.

"But…" Was the only word I managed to get out before Kevin flung me over his shoulder. "But I can still fight!"

"He's too strong, and I need to be able to fight him without any distractions."

"Ben, you dumbass! You need our help!" I tried shouting despite knowing full well anything I said at that point would be drowned out by Ben's full attention being on the Highbreed. As soon as we stepped foot outside the ship, Kevin finally put me down.

"I'm just gonna go back in there."

"Uh uh." Kevin replied as he used his broad figure to block my path.

"Kevin…" I said with gritted teeth as I formed an energy blast in my right hand.

"Gwen…" He replied sternly as he placed his hand against the outer hull of the ship.

The tension was palpable but also brief as I noticed Kevin's expression soften.

"Look, if the man wants to fight alone, I say we let him.

"But I don't know if he can handle this thing on his own. When my energy touched him, I felt his strength...it was unreal."

"I think this could be a good listen for him, and if he needs our help we'll wait right here."

As much as I wanted to disagree he had a point. Ben may have matured but that hard head of his hadn't quite got the memo. But I wasn't going to just sit around and do nothing.

"Alright." I still somewhat reluctantly agreed before sitting down and closing my eyes. _**'Focus...focus...There he is.'**_

I could see him and the Highbreed or rather their energy forces, It's kind of like seeing an outline of colors.

"What are you doing?"

"I'm keeping track of him using his vibrational pattern."

At first, it seemed Ben was keeping his own against his foe but that quickly changed, and the next thing I knew Ben was being dominated and soon found himself in the Highbreed's grip.

"Oh no!"

"Trouble?"

"Yeah, follow me."

I led Kevin to a different side of the spacecraft where Ben was moments away from having his neck snapped.

'_**Alright, think fast, Gwen. Hit the Highbreed. Lasso Ben down. Sounds solid.'**_

I heard Kevin mutter something before I fired off an energy blast at the Highbreed. I didn't even wait for it to make contact before I formed a lasso, and as soon as the blast hit I threw the lasso up and around Ben, and with a couple of good tugs, pulled him out of the ship and onto the ground a little bit away from us.

"Ben!" I shouted with both concern and anger as I took off towards him. "Now it's my turn to ask. Are you alright?"

"Yeah...You saved my life, Gwen. Thank you."

"Maybe next time you'll listen to me."

I wanted to say more. I wanted to chew him out for being so reckless but I chose to just say that for the moment.

"I know. I…Wait! Where's…"

Ben looked concerned as the Highbreed had elected to retreat into the ship instead of following him out. That concern soon turned to panic, a feeling we all shared as the ground began to rumble from the ship suddenly roaring to life sending a surge of fire towards us. Not even having to think twice, I put up a barrier around us shielding us from the intense blaze.

"Oh no!" Ben exclaimed as the ship began to slowly ascend. "We can't let that ship take off!"

"Why?" Kevin inquired. "So he goes off to lick his wounds.

"He's planning on killing everyone within five miles."

"Oh...that's bad."

"Very bad."

"So what are we going to do, Ben?" I asked.

"This time I really have to do this one by myself."

Even as Humungusour I could tell the look on his face meant 'Trust me,'

"Go for it." I said with my full support.

I watched as Ben grew and grabbed onto the still ascending ship, and even though I trusted his word I couldn't help but worry.

"We should head to the lift." Kevin suggested.

"Actually, I think I have a faster way." I replied as I stared at the opening in the cavern, the ship having just cleared it. This way we could escape easily, and I could keep an eye on the ship. Two birds, one stone.

"Hold on and keep steady." I commanded as I put Kevin's arms around my waist while I created a platform of energy beneath us, all the while shooting Kevin a look to suggest. 'Try anything funny and you lose an arm and any other appendages I dim fit.' and judging by the sheepish little nod he gave. I assume he received the message.

As we exited out of the cavern, I could see the ship. It was a good distance away, but still visible, as was the giant laser beam it was now shooting out of the ground. The ship showed no signs of going down.

"Come on, Ben. You can do it." I said to myself.

As I watched the ship from the distance my mind couldn't help but wander back to those words. 'If only she knew how I really felt...' What did that mean? Felt about what? About me? No, it couldn't be. I knew exactly how Ben felt about me...right? My drifted thoughts came back into focus as the laser stopped and the ship began to drop.

"He did it." I gleefully exclaimed, but that joy was hastily changed to worry as I could just make out Ben falling to the ground at high speed. Not knowing exactly how durable his new alien was my stomach dropped as Ben hit the ground. "Ben!"

I didn't even think. It's like my will just moved the platform before my brain had time to process it, and before I knew it, we were at the crater formed by the fallen Humongusar. I made my way down and into the crater as fast as I could, with Kevin right behind me, and to my relief, Ben was sitting there now back to normal and still in one piece.

"How'd you find me?" Ben asked us.

"Giant you shaped hole. Not hard to miss." Kevin replied.

"Ben, you did it!" I exclaimed as I rushed to his side and hugged him tightly. "I'm so glad you're okay. When I saw you hit the ground I got so worried.

Maybe it was the lingering sense of relief that I was still feeling but in that moment I didn't want to let go. I wanted to just keep holding him close despite the rational part of my brain telling me to ease up. That side got it's way regardless as Ben suddenly winced in pain causing the both of us to let go.

"What's wrong?" I asked him before noticing the scrape on his leg.

"It happened when I was Humungousaur."

I think Ben could see the concern on my face since we both knew this meant he was now more vulnerable than ever.

"I'll just have to be more careful from now on." He said in an assuring tone.

"You better be." I replied as I took out a hair ribbon that I kept tucked away in the waistline of my skirt. "Here."

"Thanks."

* * *

After Kevin dropped me off at my house I had the brief hope that my parents might have called it an earlier night and I could just sneak behind undetected. Though perhaps that expectation was a bit too optimistic because as soon as I stepped onto the front porch the light came on and the front door opened and I was greeted with the stern look of my dad and the judgemental glare of my mother. Good thing I already had my excuse planned in case of this eventuality.

"Care to explain where you were, young lady?" My dad asked, putting on his 'dad' voice.

"And who was that in the car?" My mom added. "It wasn't a boy was it? You know how I feel about you dating."

My mother always told me if I wanted a boyfriend she had to approve of him first.

"Yes, it was a boy, but it was a friend of Ben's and he was there too. We just got caught up in a long study session. There's a big test coming up at Ben's school and I was helping them prepare for it and we lost track of time."

"Oh, so you and Ben are hanging out again. That's nice." My dad replied, dropping his stern voice for a moment.

"Oh shush, Frank."

"What? I'm just glad she's getting to hang out with her cousin again."

"This isn't the time to be glad. We're supposed to be lecturing her. Gwen, I'm not mad I'm just disappointed. Even if it was for a good reason you need to be better with your time management. Now get to bed."

"Yes, mom."

"Good Night, pumpkin." My dad said warmly before receiving a death glare from my mom. "I mean, get to bed right now and no dessert with dinner tomorrow."

"Yes, dad." I said stifling back a small laugh.

After slipping into my pajamas and getting into bed, just as my head touched the soft memory foam of my pillow, that thought once again 'If only Gwen knew how I felt…' I didn't know why those words kept lingering in my mind. It had to be my imagination, I tried to reassure myself, and even if it wasn't, He surely didn't mean anything by it...Then why couldn't I get the thought out of my head? Whatever the reason I decided to push the aforementioned thought deep in the back of my mind, and there it stayed, for a little while at least.

Over the course of the next week, the thought hadn't so much as crossed my mind for a second. That was until the night before the study session with Ben. We talked on the phone just before bed.

"Can't wait to hit those books." Ben said with the fakest enthusiasm.

"Yeah, You sound _so _excited."

"But for real. It'll be nice to hang out. Just the two of us."

"Remember after patrolling we go to our houses to wash up and meet at my house at six."

"Sounds good. Talk to you tomorrow, Gwen. Goodnight."

"Goodnight, Ben."

As I closed my eyes, I couldn't help but smile. I can't remember the last time we had a bedtime phone call like that, but it was nice. Hearing his voice just before going to bed was oddly comforting. And then it happened that thought slowly but surely crept back into the forefront of my consciousness. Why couldn't I get rid of those words...and why did my heart start beating faster every time I thought about them…

The next day after an uneventful patrol and a nice shower to wash away all the grit and grime from some of the back alleys we investigated, I was ready for my study session with Ben. As I sat in my room waiting for him to arrive I stared at my magic tome I displayed proudly on my desk, with the custom cover that Ben had given me in full view. Yeah, it looked a bit garish but that didn't matter. It was from Ben, and I could tell he put a lot of thought into it. I wouldn't trade it for the most expensive jewelry in the world.

I had just lit a couple of incense sticks when, not even a minute later, I heard Ben's distinctive knock on my door.

"Come in."

Ben entered the room, holding his books. That familiar warmth came over me when I locked eyes with him. I'm not even sure why it's not like I hadn't been seeing him more recently. It wasn't a feeling of seeing him for the first time in ages. It was different, and for some reason, I felt...a little nervous.

"You can put your books over there." I said as I gestured to my adjacent desk, trying to hide any sense of unease.

"Alright."

Our study session got underway promptly. Going over the basic subjects, math, science, social studies, and a particular focus on his worst subject, physics, all while making idle chatter. It was pleasant...and then I decided to ask a question.

"So, any girls at school catch your interest? I'm sure there have to be a few girls at your school vying for your attention. Or do you already have a girlfriend?"

I could tell by the slight raising of his eyebrows that the question caught him by surprise. To tell you the truth, I'm not sure why I even asked. I've never pried into Ben's love life before so what possessed me to ask him now.

"No to all of the above." He replied in a friendly tone.

And then another odd feeling rushed over me...the sense of relief. Was I happy Ben didn't have a girlfriend?

"Why do you ask?"

"Just curious. We're both at that age where relationships start to be taken a bit more seriously. I just want to be sure you end up with someone trying to take advantage of you or something."

I'm not even sure I bought the excuse that just came out of my mouth but Ben seemed to buy it.

"I appreciate your concern.' he chortled "But trust me, you have nothing to worry about. What about you? You seeing anyone?"

I guess a follow-up question like that was to be expected.

"No. I've had a few guys ask me out." And I've heard rumors there are even more that are just too afraid of me to say anything. "But I turned them down. Told them I was too busy with my school work and extracurriculars."

Which was a partial truth. The ultimate reason was that none of them made me feel the way I envisioned my dream guy to do. It's hard to put into words exactly what that feeling is as I won't know what it is until I experience it. All I know is, I'll know it when it happens.

"Always the overachiever." Ben teased.

"And you'll be an underachiever if you let your grades slip. So let's study some more."

"I know. I know."

"Oh and I think dinner should be ready soon. You are staying for dinner right?"

"Of course. When have you ever known me to turn down a free meal?"

"When Grandpa Max offers to cook."

"Touche."

* * *

And then that day came…Friday, the day everything became crystal clear.

When I first saw Julie I could tell right away from the way she looked at Ben that she had a thing for him. It didn't take a rocket scientist to figure that one out. Though the aforementioned seemed to be completely oblivious to the act.

"This is my cousin Gwen, and this is Kevin."

"Nice to meet you, Gwen."

"Likewise."

"And you're the new kid at school right?"

"Sure am."

"Nice to meet you too. Well, wish me luck."

"Good luck." We all replied.

And then the thought hit me. What if the 'she' he was referring to was Julie. Maybe Ben had a crush on Julie but was just too shy to admit and too oblivious to her own feelings. I just needed to give him a little push that was all.

As the match got underway I decided to bring up the subject.

"She's pretty cute." I 'casually' observed as I raised an eyebrow at Ben.

"What?" The oblivious one replied.

"I thought you said there weren't any girls interested in you?"

"What? Julie? No way. Julie doesn't like me like that."

"Come on, dude. It's obvious she's got a thing for you…" Kevin added before muttering something else to Ben I couldn't quite make out.

"What was that?" I tried to ask.

"Oh, nothing." Kevin replied with a grin directed at Ben but I decided not to read too much into that and continued the conversation.

"Kevin is right though. I could tell that she liked you from that conversation alone."

"I…" Ben began to reply before pausing. It was obvious the lightbulbs were going off in his head. "Oh man...I'm an idiot!"

"Totally." I couldn't help but capitalize on that chance to tease him, I was then ready to say it. To tell him that he should ask her out. But I hesitated. Why? Why was I hesitating?

'**Gwen, stop acting so weird and just say it.' **I told myself, and so I pushed down whatever was holding me back and came out with it. "You should ask her out."

"You know you didn't have to agree that I'm an id…" Ben began to reply before my last sentence registered. "Wait...what!?"

That was about what I expected.

"Yeah, she's nice, athletic, and seems to have a good head on her shoulders. You should go for it."

"I…" He replied again before stopping short once more.

That was not what I expected. I expected him to come clean, admit he had feelings for Julie, and with the knowledge Julie actually liked him ask her out, but he didn't. Instead, he fell silent. There was a surprising look of worry and panic on his face. It was obvious I wasn't going to make any more progress on that front. I needed to say something to break the tension.

"But then again maybe she'll just work up the courage to ask you out herself."

Julie did strike me as the type to take matters into her own hands if things weren't going the way she wanted them to.

When Ben asked Kevin to talk alone I went to lean on a nearby support beam of the stands. Now, I wasn't trying to eavesdrop. I really wasn't. I was sure I was out of earshot. I missed most of the conversation, but for some reason, it's like the range of my hearing increased and I could make out what Ben and Kevin were saying.

"Just leave it to me, Tennyson." I heard Kevin say to Ben.

"But what about…" I heard Ben reply.

"Don't worry about it. I won't tell her about your feelings for Gwen."

And then like the sun rising on the Earth to illuminate everything for the first time, everything became clear to me. Everything made sense and didn't at the same time. _'If only she knew how I felt…' _Ben had feelings for me...romantic feelings. I was suddenly overwhelmed with a mix of emotions and thoughts. Why? How? How could he have feelings for me? For his own cousin...and Why didn't I feel absolutely disgusted by this. Why, instead, did I feel a sense of elation? This can't be right, I thought. Maybe this was all a dream and if I just pinched myself hard enough I'd wake up.

'_**Ow!'**_

No, this wasn't a dream, this was real. This was happening. Ben was in love with me, and I...I didn't know what to think or how to feel. I…

As I struggled with my thoughts Kevin walked past me on his way to Julie, I think he could tell I might have heard something. And then Ben came up to me shortly after, by that time I had managed to regain just a little of my composure but not enough for Ben not to notice.

"Something wrong?" He asked.

"Oh, nothing. I'm fine." I lied.

I, most certainly, wasn't about to tell him what I had just heard. What was I going to say? 'I was eavesdropping, a total accident by the way, and heard Kevin say you had feelings for me and you not deny it. That I'm facing a crisis of inner turmoil at the thought that I could possibly be comfortable with it.'

"So what's Kevin talking to Julie about?" I asked, already knowing the answer, at least partially.

"He's...well...He's letting her know I'm not interested."

"Why not?" I asked, again already knowing the answer but desperately clinging to some hope that everything I had heard was in my head and the sense of normalcy that had just felt minutes ago would return. "She seems nice enough. Why not give it a shot?"

"She's...she's just not my type."

"And what is your type?"

"Someone who really clicks."

Clicks...Ben and I certainly clicked but...

"And you're sure Julie doesn't click?"

"I'm sure."

With those last two words of confirmation, I knew that sense of normalcy was long gone, and I didn't know if it would ever return.

* * *

After I got home, I headed straight from my room avoiding any sort of welcome home greetings from my parents. I hopped in bed, not even bothering to take off my shoes. I flung the covers over me and pulled a pillow over my head and sank my face deep into the softness of the memory foam mattress.

For the remainder of the weekend, I kept myself locked in my room, feigning that I was feeling a bit under the weather. Even on Monday, I still didn't want to leave, Ben even graciously said that we could postpone our search for Grandpa and the Brainguts till tomorrow. But that changed I received an unexpected late-night call from his truly

"Gwen."

"Hey, Ben. Something wrong?"

"Yeah, My dad just received a call from a friend of Grandpa's who says they might've seen someone snooping around the Rust Bucket. I can't get a hold of Kevin. I know you said you still weren't feeling a hundred percent, but I was wondering if you felt well enough to come check it out with me."

I knew I couldn't keep wallowing in my own head forever, The fight against the enemy was too important. So I decided now was as good a time as any to get back out there.

"You know what, I'm actually starting to feel better. I'll grab my bicycle and meet you at Grandpa's."

"Great. See you there.."

It was pretty late at night so leaving out the front door may have been a bit of an issue. So, using a few tips and tricks I picked up from Ben, I made a makeshift decoy out of pillows and other items in my room, then I quietly made my way out my window, onto the roof, and down the drainpipe.

Ben and I managed to arrive at roughly the same time and chained our bikes to a pole just outside the RV grounds. When I made eye contact, I had to look away. I pretended there was something in my eye, but in reality, it was because my heart started beating faster just from seeing his lime green eyes.

'_**Why?'**_ I thought. My heart never beat like this before when I looked at him...or maybe it did, maybe it had for some time and that rational part of my brain stopped me from noticing...But I couldn't afford to think about that now. I had to focus on the task at hand, and then to make matters worse, I heard Ben say…

"Hey, look at me."

And when I did he gently blew into my eye, obviously trying to blow away whatever bit of particulate that he thought had gotten into my eye. And when he did I felt a tingling sensation throughout my entire body.

"Better?" He asked.

"Yes. Thank you." I replied, thankfully the dead of night hid the blushing on my face, or at least I hoped it did.

"Don't mention it. Oh, and I'm glad you're feeling better."

"Thank…"

"Don't mention it." Ben interrupted while chuckling.

'_**Alright focus, Gwen. Focus.'**_

"So, what exactly did they see?" I asked as we made our way to the Rust Bucket.

"Well, they didn't actually _see_ anything. They were out walking their dog and thought they heard some noise coming from the area. They called and told my dad about it. He insisted it was probably a raccoon or something but I figured we should check it out just in case."

"Yeah, that's probably a good call. Better safe than sorry."

After venturing further through the RV lot we eventually came across the grassy area Grandpa Max's RV was still parked in.

"_**Doesn't look like anyone's broken in." **_I communicated to Ben through the wireless as to not alert anyone who may be lurking about.

"_**I made sure to set the Rust Bucket's defense grid on the last time I was here. So, it wouldn't be easy for any two-bit crook to break in."**_

But what or should I say who we found there wasn't a two-bit crook, but rather…

"_**Alright, I'll check the other side of the Rust Bucket." **_Ben declared. _**"You check…"**_

A sudden snap of a branch alerted us to a nearby presence lurking in the shadows.

"Who's there!" Ben exclaimed as he popped up his Omnitrix, readying it in case of a fight.

"Okay, you got me. I surrender." Kevin said jokingly as he came out of the shadows with his hands up.

"Kevin!?" Ben and I simultaneously exclaimed.

"Jinx, you owe me a Mr. Smoothie!" I shouted a split second before Ben.

"Aw, man!"

"You snooze, you lose."

That moment helped ease the awkwardness in my heart even if by a small margin.

"Anyway, what are you doing here?" Ben asked, giving Kevin an intense look of suspicion.

"Yeah, what reason could you have to be snooping around here?" I asked, matching Ben's expression.

"Hey, hey. I can explain. I was thinking maybe you might've missed something else last time you were here. So I figured I'd come by and scope the place out myself. See if I could find any clues you might've missed."

"I guess, now that I think about it, once I found the holodisk I didn't really bother checking the rest of the RV for any more clues."

"See? It never fails to double-check."

"But why didn't you call me? I could've come with you. I kept the key to the RV on me you know."

"I'm good at getting into places I shouldn't, and I figured it was late enough and didn't want to bother you. I thought I could get in and out without anyone noticing but this thing's got one heck of a defense system." Kevin demonstrated by picking up a pebble and throwing it at the Rust Bucket only for the pebble to be deflected back at Kevin, who caught the pebble.

"That's the Rust Bucket's defense grid. It's a pretty solid defense system. If Grandpa Max actually remembered to arm the thing. He'd always say. 'The Rust Bucket's always within my sight so what's the point in arming it.'

"Well, I've already searched the grounds. Didn't turn up anything. Mind if I take a look inside?"

I could see the hesitation on Ben's as could Kevin. It was obvious Ben didn't fully trust Kevin, and I didn't blame him. Especially right now. Even with his excuse, it seemed pretty hard to believe that he chose to come here alone without informing any of us.

"Come on, I know we've only been friends…"

"Allies." Ben corrected.

"I know we've been _friendly_ allies for a week. But after everything we've been through with the Brainguts and besides…"

Kevin then leaned over and whispered something in Ben's ear.

"...Yeah, I guess you're right." Ben replied.

I don't know what Kevin said to him but it seemed to convince Ben to be a bit more trusting.

"Follow me." Ben said as he approached the Rust Bucket. "Tennyson, code one two two seven."

Ben, then took the key out from inside his right sock and used it to open The Rust Bucket's door.

Ben entered first and flipped the main light switch to the Rust Bucket. The place was a wreck.

"The Brainguts tore this place up. So that's another reason why I didn't think to check any further. Figured if he had found anything he would have had it on him.

"You got a point but look." Kevin said as he pointed to a few unopened cabinets. "It looks like he didn't search in those."

"Nice eye." I replied.

"Thanks." Kevin replied before turning his attention to the front of the Rust Bucket and its steering wheel.

"Don't worry about looking over there. I already searched that area." Ben noted.

"Sorry. I've just always wanted to drive a Plumber's vehicle. I bet she handles like a beauty...Think I could take it for a test drive sometime."

"No can do." I replied.

"Yeah, I couldn't get it started even if I wanted to." Ben continued.

"Why not? You have the key, don't you?"

"Yeah, but this only opens the door." Ben said as he approached the drivers seat and stuck the key in the ignition.

Instead of the Rust Bucket turning on a hidden compartment just below the steering wheel popped open, revealing a circle-shaped slot.

"See, you can only start the Rust Bucket with a Plumbers Badge."

"Well, I have a Plumber's Badge. Is it coded to Max's or would it work too?"

"I'm not sure. It might work but, Grandpa would kill me if I let someone drive the Rust Bucket without his permission."

"Fair enough." Kevin replied. "Let's get searchin' shall we?"

Ben, Kevin, and I each took a cabinet. Ben's was filled with nothing but red Hawaiian shirts, Kevin's was filled with nothing but brown trousers, and mine, unfortunately, was filled with nothing but Grandpa Max's underwear, which I prayed to god were all clean.

"Ew, gross." I muttered to myself.

We completely emptied the cabinets making sure to feel for any sort of secret button or hidden panel, but to no such luck.

"Completely empty." Ben said.

"Same here." Kevin said.

"Me too." I added.

"Sorry, guys." Kevin apologized. "I thought we might've been able to find something."

"It's alright. It was worth a shot." Ben replied.

"Oh, yeah. How was your date with Julie?" I decided to ask.

"It's a long story, I'll fill you in on all the details later, but overall I think it went pretty great."

"That's good to hear."

"We should probably get going. My dad knows I'm here, but we don't want to risk your parents finding out you're not in bed." Ben said to me.

One by one we began to exit the Rust Bucket, Ben, exiting first, with me right, behind and Kevin last, but then Ben came to a sudden stop at the base of the small steps that led up to the Rust Bucket.

"Oh wait, almost forgot about the key. Kevin, could you…"

Then, without warning, I felt Kevin push me down the stairs and onto Ben, slamming the Rust Bucket's door behind me.

"Are you alright?" Ben asked as the two of us stood up.

"Yeah, I'm fine."

"Very funny, Kevin!" Ben exclaimed. "Now open the door."

Kevin didn't respond and just a few moments later the sound of the Rust Buckets ignition fired up. It didn't take Kevin long to find the switch for the Rust Buckets rocket boosters as they too roared to life sending the rust bucket crushing through the fenced-in area and onto a nearby road.

"Kevin, Come back!" I shouted in vain.

"Damn it, Kevin! I knew I shouldn't have trusted you!" Ben shouted in anger, as he brought his hand down on the Omnitrix. "Manta Sonic!"

It was a humanoid manta ray-like alien, mostly red from head to toe to tail, with two black lightning bolts on its upper torso that started from the shoulders and continued to the Omnitrix symbol in the center of its chest. There was also a yellow patagium under each of its spindly arms and yellow horns extending out from the nose of its face, and two sets of three gills on either side of its abdomen.

"Try and keep up if you can." Ben said to me before taking to the air and flying after Kevin at a speed fast enough to create a small gust of wind that blew me onto my butt.

I think I might have heard a faint "Sorry." as he disappeared from my sight. I quickly stood back up and created a platform of energy beneath myself that I used to take me into the air and follow after Ben. Moving the platform as fast I could I eventually caught sight of Ben but wasn't able to fully catch up with him. Even with the Rust Bucket's rocket boosters, Ben's Manta Sonic was able to catch up with it with little effort.

Ben attempted to enter the Rust Bucket by firing some sort of green electricity blast at the Rust Bucket's back window. However, Kevin had managed to re-engage the Rust Bucket's defense grid causing the blast to be deflected back at him.

"BEN!" I shouted in panic as his body hit the road, bouncing several times causing the road to crack with each hit before coming to a stop. By the time I got to him he had transformed back to normal and was lying face down on the ground. Now knowing that injuries carried over from his alien forms

"Ben, please tell me your alright."

"Yeah…" he replied with a muffled voice much to my relief. He turned over and I extended my hand to help him up. "I think my ego's bruised more than anything." He said before wincing in pain. "And that…"

Ben pulled down the collar of his t-shirt to show a small burn mark on his chest.

"You're hurt, again…" I said as I put my hand on the mark.

"Ow…"

"Sorry."

"It's alright it doesn't hurt too bad."

"I was…I thought you could've been…I..."

I tried to fight them back but I felt a tear fall down my cheek quickly followed by another and another until I was crying into Ben's shoulder.

"It's okay, Gwen." Ben replied as he embraced me in his arms. "I'm fine. I promise. It's just a little burn. It'll heal."

"I _can't _lose you, Ben. I…"

...I knew. That warmth. That comforting feeling he made me feel every time he was around. It was Ben all along. He was the one I loved. Despite that rational part of my mind trying to push those feelings down. I loved him in a way that part of my mind told me I shouldn't. I was in love with Ben, and as I looked up at him. As I looked into his eyes practically glowing in the moonlight. I wanted nothing more than to stay in his embrace...and...

"Gwen, I just thought of something!" Ben suddenly exclaimed as he broke the embrace.

"What?" I replied, having managed to reign myself back in a bit.

"Grandpa had a tracking beacon installed in the Rust Bucket. He keyed it to the Omnitrix's signature so it could be used to track it in case...Well, in case it got stolen."

"Yeah, I remember, but that was before the Omnitrix recalibrated itself. Are you sure it will even work now?"

"Only one way to find out." Ben looked over the Omnitrix from top to bottom but then let out a sigh. "There was a little button that Grandpa had installed on the Omnitrix that activated the tracking beacon. But it's not there anymore..."

Ben then paused for a second. I could see that he was thinking about something.

"Um, Omnitrix, can you locate the Rust Bucket?"

And to my surprise, the Omnitrix responded.

"Activating tracking beacon." An unfamiliar female voice rang out from the Omnitrix before displaying a holographic map similar to the ones the Plumbers' badges displayed.

"Since when can it talk?"

"I heard it speak when the Omnitrix recalibrated itself. Look, that dot must be the Rust Bucket. It's stopped. Looks like it's not that far from here. Only a couple of miles"

"Then let's get going." I said as I formed another energy platform below me.

Whatever was happening between me and Ben would have to wait. For now, our main focus was getting the Omnitrix back and to have Kevin answer for his treachery.

* * *

_A/N_

Aah, so close yet not close enough. Don't ya just hate when that happens? I know, I know. And I debated whether or not to have the big moment happen in this chapter, but I thought it was still a bit too soon, but as the saying goes, the best things come to those who wait.

A couple of tidbits here. You may have noticed the interaction between Gwen and Kevin was a bit different. I changed it up to make it a bit more confrontational. I'm going to go back and edit the previous chapter to reflect the changes seen here, and if you've read that chapter after the fact then just ignore this part.

The "If only she knew how I felt line." From Forever Knights castle that Gwen heard was supposed to be a line Ben had thought in the chapter but to my utter surprise, I went back and looked over that chapter and found that I somehow managed to erase a few lines of dialogue including that line. So, I'll have to go back and fix that, as it was an important line and a huge part of this chapter. I still don't know how I managed to screw that up lol.

Since Gwen doesn't have a cannon middle name I went with Katherine. I felt it would be nice if it started with K like Ben's, and I felt like it might be the kind of middle name her mom would give her.

I changed Jetray's name to Manta Sonic because it's a manta ray alien that can fly at supersonic speeds. I also just thought it had a nice ring to it.

Anyway, I hope you enjoyed this Gwen's perspective. I wanted to get this one just right Next chapter will return to your regular narrator Mr. Ben 10.


	9. Wishful Thinking

Thank you all for 100 follows. All the support is greatly appreciated.

* * *

**Chapter Nine: Wishful Thinking**

* * *

Alright, it's your old pal Ben back in the driver's seat. Not a literal one, of course. I haven't even gotten my learner's permit yet.

So to resume our regularly scheduled program I'll start us on Friday and take it from there.

"I'm sorry, Ben. I have a terrible cold. I don't think it's the flu or anything, but I think I'm going to be out of commission for a couple of days."

"Is there anything you'd like me to do? I could bring you some soup."

"No, it's alright. I'm all covered here. I appreciate the thought."

"Alright, make sure you get plenty of rest. Talk to you later."

"Thanks. Later, Ben."

"So what am I gonna do today?" I wondered. "Hmm, I could use some Omnitrix practice. Yeah, that sounds like a great idea!"

I ran down the stairs saying a quick goodbye to my folks before heading out the door and hopping on my bike.

I made my way out to the abandoned train yard where I'd have plenty of space to practice.

"Alright, let's see who should I go with?" I asked myself as I began to cycle through my aliens. "No, not feeling Humungusaur. How about someone I haven't used yet."

I cycled through the choices before stopping on the last alien in the cycle.

"No, definitely not that one..."

Truth is I've been deliberately avoiding that one. There was something about it that seemed different from the rest. It was like I could feel the power coming from it. It made me uneasy.

"Hooow about this one!?"

I slammed my hand down on the Omnitrix and transformed into the alien of my choice, a mostly red humanoid manta ray-like alien.

"Now what can we do?"

I tried taking a few steps but found walking on the thin bendy legs of the new alien to be a bit difficult. Then the innate instincts of the alien instincts kicked in. You see whenever I transform into a new alien it's like there's a little voice in the back of my head that tells me what it can do. If I remember correctly, Albedo explained that a part of my subconscious is taken up by the alien the DNA originated from. Sometimes the instinct is stronger, and I can figure at the powers instantly. Other times, it takes me a minute or two. There was even one that was so strong it took on a will of its own, an evil will. This instinct was telling me 'fly, fly fast.'

So I held out my arms and before I could even blink I was already a couple of hundred feet in the sky.

"Whoa, I'm fast."

Pushing my speed a little further I was able to clear the sizable train yard in less in just a couple of seconds.

"I'm very fast."

And I felt like I could go even faster.

"Hmm, name, name, need a name...I'm some sort of Manta Ray thing...How about MANTA-MAN! Nah, no that sounds like some sort of D list Superhero...Wait, I got it. MANTASONIC! Yeah, that has a nice ring to it."

I spent the next several hours practicing with Mantasonic and the rest of the aliens. I hadn't used it minus the tenth one. I save the details on them for a later time.

I decided to spend the following Sunday taking some Ben time, and by Ben time I mean, I loafed around in my underwear all day playing video games.

Then Monday came. Gwen told me she was feeling better but wanted to take one more day of rest just in case. So it was going to be just Kevin and I patrolling, but then Kevin said he had some personal business to take care of and asked if we could postpone to the next day.

So, I decided to do a solo patrol. I rode my bike around the city hoping to find some signs of alien activity but ultimately came up short. I thought that would be it, and the day wouldn't lead to anything eventful. Boy was I wrong about that.

I was just about ready to turn in for the night when we got the call from my Grandpa's neighbor.

"I'm sure there's nothing to worry about, Karen. I am sure it was just a raccoon."

"No, I'm telling you, Harold. It sounded too big to be a raccoon. I swear I might have seen some snooping about."

"It's dark. It was probably just your eyes playing tricks on you."

"I may be old but my eyes are still sharp I'll have you know!"

"Look, if I send Ben over to check it out will you calm down?"

"Just hurry. I don't like the thought of hoodlums lurking about."

"I'm sorry, Ben. I know it's late but would you mind?"

"No problem, dad."

"Thanks, I can't wait til' your Grandpa comes back from his vacation." My dad replied before letting out a huge yawn. "I'll probably be out cold by the time you get back so try not to be too loud when you come in."

"Got it."

At first, I agreed with my dad's assumption about a raccoon but as I walked up the stairs to change out of my pajamas I began to think what if it wasn't. What if a Brainguts had decided to come back and recheck the Rust Bucket?

I had set the Rust Bucket's defense grid but the Brainguts and Highbreed obviously had some powerful tech on their hands so maybe they could have a way to get past it.

Before heading out the door I tried giving Kevin a call but he didn't pick up. I was about to leave when I thought maybe Gwen was feeling up to going out. So I decided to give her a call.

"Gwen."

"Hey, Ben. Something wrong?"

"Yeah, my dad just received a call from a friend of Grandpa's who says they might've seen someone snooping around the Rust Bucket. I can't get a hold of Kevin. I know you said you still weren't feeling a hundred percent, but I was wondering if you'd feel well enough to come check it out with me?"

"You know what, I'm actually starting to feel better." Gwen replied to my relief. "I'll grab my bicycle and meet you at Grandpa's."

"Great. See you there."

I arrived at the RV grounds just a moment before Gwen. Seeing her there, I couldn't help but think about how wonderful her complexion looked in the moonlight.

'_**Get a hold of yourself.' **_I thought. _**'Now's not the time for swooning.'**_

As we drew closer to one another, Gwen suddenly looked away from me.

"Something wrong?" I asked.

"I'm fine, just got something in my eye." The was a fair amount of pollen in the air so I assumed it might have been that. I told her to look at me. I then blew as gently as I could to blow out any pollen or dust that had gotten in her eye. "Better?"

"Yes. Thank you."

The natural lighting of the night made it difficult to tell, but at that moment, I swear I saw her blushing...But I quickly convinced myself that it was just my stupid eyes playing stupid tricks on me.

"Don't mention it. Oh, and I'm glad you're feeling better."

"Thank…"

"Don't mention it." I interrupted while letting out a small laugh.

"So what exactly did they see?

"Well, they didn't exactly see anything. They were out walking their dog and thought they heard a noise coming from the area. They called and told my dad about it. He insisted that it was probably a raccoon or something, but I figured we should check it out just in case."

"Yeah, probably a good call. Better safe than sorry."

As we arrived at the Rust Bucket's little nook, I began to think it may have been a raccoon after all. But since we were there, I figured it wouldn't hurt to check the perimeter.

"_**Doesn't look like anyone's broken in." **_Gwen communicated.

"_**I made sure to activate the Rust Bucket's defense grid on the last time I was here so it wouldn't be easy for any two-bit crook to break in. Alright, I'll check the other side of the Rust Bucket. You check…"**_

The startling snap of a branch suddenly alerted us to someone watching us from the shadows.

"Who's there!?" I shouted as I popped up the Omnitrix's display and readied myself for a fight.

But to my surprise, it wasn't a two-bit crook or a Brainguts that was in the shadows. It was...

"Okay, you got me. I surrender." Kevin said lightly as he slowly approached us with his hands up.

"Kevin!?" Gwen and I shouted at the same time.

"Jinx! You owe me a Mr. Smoothie!" Gwen shouted just before me.

"Aw, man!"

"You snooze, you lose."

"Anyway, what are you doing here?" I asked, making sure to let him know I was anything but trusting at the moment.

"Yeah, why on earth would you be snooping around here. Especially at this time of night." Gwen added, giving Kevin an equal look of suspicion.

"Hey, hey, I can explain. I was thinking. Maybe you might've missed some things the time you were here. So I figured I'd come by and scope the place out myself. See if I could find any clues you might've missed."

As much as the situation seemed sketchy, Kevin's words did actually have some sense to them.

"I guess, now that I think about it, once I found the holodisk, I didn't really bother checking the RV for any more clues."

"See? It never fails to double-check."

Still, I had my doubts.

"But why didn't you call me?" I asked. "I could've come with you. I kept the key to RV on me, you know."

"I'm good at getting into places I shouldn't, and I figured it was late enough and didn't want to bother you. I thought I could get in and out without anyone noticing, but this thing's got one heck of a defense system."

Kevin picked a little rock and threw it at the Rust Bucket, but the defense system kicked in and deflected it back at Kevin, who caught it and threw it to the ground.

"That's the Rust Bucket's defense grid." I told him. "It's a pretty solid defense system. If Grandpa Max actually remembered to arm the thing. He'd always say, "The Rust Bucket's always within my sight, so what's the point in arming it?'"

"Well, I've already searched the grounds. Didn't turn up anything. Mind if I take a look inside?"

Even though Kevin's words made sense, something about the situation felt off. I didn't know why. Kevin hadn't given us any reason to distrust him as of late, but still…

"Come on, I know we've only been friends…"

"Allies." I corrected him.

Despite everything that's happened recently, there was still a part of me that wasn't willing to call Kevin a friend. I almost hated myself for that. He'd even been willing to keep my secret about Gwen, and still, I wasn't able to fully accept his friendship.

"I know we've been _friendly _allies for a week, but after everything we've been through with the Brainguts, I'd figured you'd at least trust me more than this. And besides…" Kevin leaned over and whispered in my ear. "I'm keeping your secret from Gwen, ain't I? That's gotta be worth a few brownie points."

He was right. As I said, he had my back when it came to my deepest secret. The very least I could do was trust him in this situation.

"Follow me." I said as I walked towards the Rust Bucket. "Tennyson, code one two two seven."

After deactivating the defense grid, I took the key I kept tucked into my sock and opened the door to the Rust Bucket.

"The Brainguts tore this place up. So that's another reason I didn't think to check any further. Figured if he had found anything he would have had it on him."

"You got a point but look. It doesn't look like they searched those."

"Nice eye."

"Thanks." Kevin said before looking at the driver's seat.

"Don't worry about looking over there. I already searched that area."

"Sorry. I've just always wanted to drive a Plumber's vehicle. I bet she handles like a beauty...Mind if I take it for a test drive sometime?"

"No can do." Gwen replied.

"Yeah, I couldn't get it started even if I wanted to."

"Why not? You have the key, don't you?"

"Yeah, but this only opens the door."

I walked over to the driver's seat and put the key in the ignition. One turn of the key caused a slot to pop out beneath the steering collum with a circle just big enough to fit a Plumber's badge.

"See, you can only start the Rust Bucket with a Plumber's badge."

"Well, I have a Plumber's badge. Is it coded to Max's, or would it work too?"

"I'm not sure. It might work, but Grandpa would kill me if I let someone drive the Rust Bucket without his permission.

"Fair enough. Let's get searchin', shall we?"

After the search ultimately proved unsuccessful, I was ready to call it a night and go home.

"Sorry, guys. I thought we might've been able to find something."

"It's alright. It was worth a shot."

"Oh yeah, how was your date with Julie?" Gwen asked.

"It's a long story. I'll fill you in on the details later, but overall, it went pretty great."

"That's good to hear."

"We should probably get going. My dad knows I'm here, but we don't want to risk your parents finding out you're not in bed."

I knew I should have trusted my gut. My every instinct was screaming to me that Kevin was up to something, and when Kevin pushed Gwen and me out of the Rust Bucket, those feelings were justified.

"Very funny, Kevin!" I shouted, a part of me still wanting to believe that he was just messing with us.

But as the Rust Bucket barreled away, it was obvious he wasn't joking around.

"Kevin, come back!"

"Damn it, Kevin! I knew I shouldn't have trusted you!"

Filled with anger at Kevin's betrayal, I selected Manta Sonic and gave chase. Thanks to the Rust Bucket's rocket boosters, Kevin had managed to gain a fair amount of distance, but due to Manta Sonic's speed, I managed to close the gap in no time.

'_**Alright, need to find a way in. Got it! I'll go in through the back and get the drop on him.'**_

I fired my neuroshock beam at the Rust Bucket's back window. That, unfortunately, backfired as Kevin had managed to re-engage the Rust Bucket's defense grid. Thankfully, Manta-Sonic's body proved to be pretty durable as I bounced several times against the asphalt. Doesn't mean it didn't hurt like hell though.

I'm not sure what hurt me more at the time, the pain from the burn caused by my own attack or the pain of betrayal. I mean, obviously, the physical pain hurt more, but the fact that Kevin had managed to trick me...Why? After everything that's happened...After having to trust him with my deepest secret...After he gave Labrid his word...WHY!? I was angry. I wanted answers, and I wanted them now. But, for better or worse, the anger I currently felt was pushed aside as Gwen caught up to me.

"Ben, please tell me you're alright."

"Yeah…" I replied, still face down on the ground debating whether or not I even wanted to get up. Of course, I knew I had to, so I turned over and let Gwen help me up. "I think my ego's bruised more than anything." That's when the pain from the burn on my chest started coming back in to focus. "And that…" I said as I show Gwen the mark.

"You're hurt, again…" Gwen said as she gingerly placed her hand on my chest.

"Ow…"

"Sorry…"

"It's alright. It doesn't hurt too bad."

"I was…I thought you could've been...I…"

I can't remember the last time I saw Gwen cry. She was pretty good at keeping her emotions in check, but there she was breaking down in front of me. Crying...over me.

"It's okay, Gwen." I assured her. "I'm fine. I promise. It's just a little burn. It'll heal."

"I _can't _lose you, Ben. I…"

After practically soaking my shoulder with her tears, Gwen slowly raised her head and looked at me. A thousand thoughts ran through my head at that moment. Was she sending me a sign? Was the look in her emerald eyes telling me...to kiss her? Was this the moment I'd been wanting for so long? I…_**'The tracking beacon!'**_

My train of thought on that subject was derailed as that thought popped into my head, but maybe it was for the best. I was probably just deluding myself anyway. Nothing more than wishful thinking. There's no way she was feeling what I felt...right?

"Hey Gwen, I just thought of something!"

"What?"

"Grandpa had a tracking beacon installed in the Rust Bucket. He keyed it to the Omnitrix's signature so it would be easy to track in case...Well, in case it got stolen…"

"Yeah, I remember, but that was before the Omnitrix recalibrated itself. Are you sure it will even work now?"

"Only one way to find out." I checked where Grandpa Max had placed the button to activate the beacon but sighed as it was no longer there. "There was a little button that grandpa had installed on the Omnitrix that activated the tracking beacon, but it's not there anymore."

Then another thought hit me. That voice I heard when the Omnitrix reset. Maybe it had some sort of voice function, and maybe the button wasn't necessarily gone but had become part of the Omnitrix.

"Um, Omnitrix, Can you locate the Rust Bucket?"

"Activating tracking beacon." The Omnitrix replied before displaying a map that showed the Rust Bucket's current location.

"Since when can it talk?"

"I heard it speak when the Omnitrix recalibrated itself. Look, that dot must be the Rust Bucket. Looks like it's not that far from here, only a few miles or so."

"Then let's get going."

And with that, we hopped on a platform created by Gwen and took off towards the Rust Bucket...and Kevin.

* * *

_A/N_

I was originally planning to have the chapter go for a bit longer so it wouldn't end in the same place the previous chapter did, but I decided that was a good place to stop. And I felt it was necessary to replay the most recent events in the story from Ben's perspective.

I would like to thank you all once again for 100 follows and 81 favs. It means a lot that, that many people would choose to show their support for my work. It really helps motivate me to keep going.

Have a good one, and stay safe. Cya.


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